We do not currently have any products or services.
None; not applicable.
None; not applicable.
Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition
Management believes that there are literally hundreds of exploration-stage mining companies such as LKA. We believe that our competitive position in the industry will be insignificant.
We do not use any raw materials, as we do not directly conduct any material operations.
In North America, there are a limited number of ore buyers capable of processing Golden Wonder ore efficiently. Accordingly, we are highly dependent upon securing and maintaining good sales terms with a relatively small number of customers, most of whom are major gold producers. Failure to obtain adequate terms of sale from these few customers would cause severe disruption to our operations. From 1984-2006 (initial exploration and commercial production) Golden Wonder ore and concentrates were sold almost exclusively to ASARCO and Barrick Gold Corp. During LKA’sLKA's current exploration program (2009-2015)(2009-2017) the majority of sales were made to one customer, Kinross Gold Corp, with lesser amounts sold to Teck, Yukon-Nevada Gold, Freeport McMoRan, TCB International and Klondex Mines. During 2015, all of our sales were made to Klondex Mines.Mines, there were no sales made during 2016 or 2017.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including
We have obtained "110d" limited impact permits from the Colorado Division of Reclamation Mining and Safety and have posted reclamation bonds to ensure the clean-upcleanup of environmental disturbances on the Golden Wonder Property. Storm water and discharge permits have also been issued to LKA for operations at the Golden Wonder mine property by the Colorado Department of Public Health and Environment. We are currently in compliance with all applicable permit and bonding requirements.
None; not applicable.
We are subject to the following regulations of the SEC and applicable securities laws, rules and regulations:
We are subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"), and subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller"smaller reporting company.”" That designation will relieve us of some of the informational requirements of Regulation S-K applicable to larger companies.
We are also subject to the Sarbanes/Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’members' appointment, compensation and oversight of the work of public companies’companies' auditors; management assessment of our internal controls; auditor attestation to management’smanagement's conclusions about internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act has substantially increased our legal and accounting costs.
Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders at special or annual meetings thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.
We are also required to file Annual Reports on SEC Form 10-K and Quarterly Reports on SEC Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on SEC Form 8-K.
Research and Development Costs During the Last Two Fiscal Years4
We have not spent any money on research and development in the past five years and we do not plan to make any such expenditures in the foreseeable future.
Cost and Effects of Compliance with Environmental Laws
As the owner of permits pertaining to the Properties, we are subject to many federal, state and local laws and regulations relating to environmental quality. For example, any mining operations conducted on the Properties must comply with federal and state laws and regulations that protect the quality of surface water and groundwater.
The Colorado Division of Reclamation Mining and Safety (the "Division") requires mine operators to have permits to conduct mining activities in Colorado. The Division also requires operators to obtain a reclamation bond to ensure the clean-upcleanup of disturbances on mining properties and conducts regular inspections to make sure that the operators are in compliance with applicable environmental laws and regulations. We have obtained all necessary bonds and permits required by the State of Colorado and believe that we are in compliance with all laws and regulations in this regard. However, we can provide no assurance as to the impact on LKA of any future environmental laws or regulations or any governmental interpretation of existing or future laws or regulations.
Colorado Department of Health and Environment (“CDPHE”("CDPHE") Notice of Violation and Corrective Actions.
During the fourth quarter of 2014, LKA received a Notice of Violation (“NOV”("NOV") from CDPHE for failure to meet certain requirements of the Company’sCompany's wastewater discharge permit. Specifically, the NOV asserts that LKA failed to properly monitor and report required effluent parameters during certain periods, beginning in the second quarter of 2010 and ending in the second quarter of 2012. The NOV further asserts that LKA failed to install flow measuring and charting devices to record a very small seasonal effluent “seep”"seep" emanating from the toe of the Golden Wonder waste dump. The seep, normally averaging less than 50 gpm at its max flow rate, is normally observable for fewer than 70 days during the spring run-off then dries up in early summer. During 2015, the Company undertook all corrective actions specified in the NOV, under CDPHE oversight, and believes it iswas in compliance with the terms of its permit. Upon completion of these corrective actions, CDPHE notified Company management during the fourth quarter of 2015, that significant financial penalties would be assessed for the period of alleged non-compliance. The notice of a substantive penalty assessment was unexpected by LKA management and inconsistent with previous CDPHE compliance related notices.notices received by LKA. Management has been actively engaged in settlement negotiations with CDPHE to determine a reasonable and situation-appropriate level of penalty assessment. It is currently expected that these discussions will be concluded within the next 30 daysfirst half of 2018 and that the financial penalty assessed and any further corrective actions will not likely becost less than $75,000 but not more than $150,000. Management believes that this level of penalty is not situation-appropriate given the minor level and seasonality of the seep and the lack of observable and any measurable environmental impact. This will be the first time LKA has been assessed a financial penalty of significant size for any mining-related permit. Additional work is 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. An updated NOV incorporating the previous violations (substantially the same as those discussed above) and ongoing violations concerning exceedances of certain permit parameters (iron and copper) was issued by CDPHE on March 20, 2017. The Company has been in continual discussions with CDPHE concerning this issue and appropriate remedies. Engineering and lab testing is currently underway and modifications (upgrades) to the Company's water treatment system is scheduled for late spring of 2018. Once completed, LKA expects improvements to its water treatment system will meet or exceed regulatory requirements. If LKA is unsuccessful is achieving full compliance with permit requirements, it may be subject to additional penalties or revocation of its discharge permit.
Ute Ulay Reclamation
In 2002, the Federal Bureau of Land Management (the "BLM") advised us of its desire to extend to the Ute-Ulay Property certain environmental clean-up (“remediation”cleanup ("remediation") activities that it was conducting on neighboring properties that we do 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’sBLM's most recent study, “Value"Value Engineering Study on the Ute Ulay Mine/Mill Site – Final Report”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 to date with Hinsdale County officials, EPA’s regional manager and CDPHE, the actual costs associated with this recently completed remediation effort are expected to be approximately $1.2 million; substantially below previous BLM estimates. Under the federalFederal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the EPA may either require a property owner to perform the necessary cleanup or, as in this case, the agencies may perform the work and seek recovery of costs against the property owner and previous owners. While it cannot be determined with certainty untilDue to the EPA has completed the process, the Company’sCompany's status as a “"de minimis”minimis" participant, and the fact that remediation activities were focused largely on property located largely outside of LKA’sLKA's permitted operating area, in addition to sizeable contributions made by LKA to the remediation action, management expects the final determination of the Company's liability (cost) for this remediation project will have a negligible impact on the Company’sCompany's financial condition. Accordingly, pursuant to Generally Accepted Accounting Principles, no liability for this project has been recorded on the Company’sCompany's books and records. ThereRecent as well as ongoing discussions between LKA and EPA legal counsel lead management to believe that this issue will be resolved in a manner which will not be inconsistent with management's assessment as described above. However, until LKA actually receives a final determination notice from EPA, expected sometime in 2018, there can be at this time, no guarantee that EPA will ultimately agree with management’smanagement's assessment of the Company’sCompany's liability.EPA's remediation of this property was completed in June 2014 at a cost of $1.2 million. The Company has received no notice from the EPA indicating further LKA liability. Further information and videos describing the Ute-Ulay reclamation project can be found on the Company's website at: http://lkagold.com/Ute_Ulay.html
Number of Total Employees and Number of Full Time Employees
Kye A. Abraham is LKA's only full-time employee.and Nanette K. Abraham is a part-time employee andare LKA's only employees. Nanette assists with bookkeeping and administrative work.
ITEM 1A. RISK FACTORS
Not required for smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2: PROPERTIES
We own a 100% interest in the Ute-Ulay patented mining claims (non-donated portion of patented claims) and Golden Wonder Properties. The Company is entitled to receive all lease and royalty payments on these Properties. We are currently engaged in exploration and limited, non-commercial, ore production at the Golden Wonder mine.
The Golden Wonder gold mine is an epithermal vein type deposits associated with volcanic activity occurring millions of years ago during a turbulent period known in geology as Tertiary time. During this violent geologic era, most of the known and historically famous precious metal mines in the State of Colorado were formed along a southwest to northeast channel or narrow band approximately 20 miles wide, which stretches in a diagonal trend from Durango in the southwest to Boulder County in the northeast. This zone has been called the Colorado Mineral Belt. Lake City, Colorado lies astride this mineral belt in a topographical cul de sac 57 miles southwest of Gunnison, Colorado.
Each Property is described below.
Golden Wonder.
Geology
Physical, structural and petrologic characteristics of this rhyolite intrusion observed in the underground workings of the Golden Wonder mine demonstrates features characteristic of both an extrusive and intrusive magma, and it is believed that the workings of the Golden Wonder mine are located in the upper reaches of the rhyolitic intrusion where it “welled out”"welled out" from its vent source, gradually becoming more intrusive in character with depth. It undoubtedly extends downward along its vent source to the original magma chamber from whence it was derived. As observed in the underground workings of the Golden Wonder mine and based on extensive underground and field work, it would appear that the intrusion of the Golden Wonder host rock occurred in a series of pulses. Molten magma moved upward along the vent structure wherein it was emplaced, and solidified. Oftentimes it appears that the rock unit was only partially solidified when it was deformed by another upward pulse of magma, thereby creating very complex flow-banding within the partially solidified rock. In some instances, the rock unit appears to have been completely solidified, only to have been brecciated by a later pulse of magmatic injection, with fluid magma flowing around these brecciated fragments. In all instances observed, the composition of the magma remained essentially the same throughout its entire emplacement, suggesting the vein structure and the characteristics of the vein mineralization at the Golden Wonder mine is very much different from nearly all the other base-metal mines of the Lake City area, and even differs from that which apparently existed at the Golden Fleece mine. Instead of being of the classic fracture-filling type, where a more-or-less well-defined linear fracture, or set of open fractures, has been filled with ore minerals and gangue, the vein structure at the Golden Wonder mine usually does not follow a well-defined fracture, but in detail is often quite sinuous, enlarging and contracting along its course. Very commonly, the vein dies out completely and most often, a similar en echelon vein segment is located a relatively short distance away. The vein structure typically ranges from only a fraction of an inch thick to several feet across, but may enlarge significantly within ore shoots.
The Golden Wonder, near Lake City, Colorado, is located in the historic “Colorado"Colorado Mineral Belt”Belt" from which over 25 million ounces of gold have been produced dating back to the mid 1800s.
History
The Golden Wonder Property consists of three patented and 25twenty-three unpatented mining claims located approximately 2- 1/2 miles south of Lake City, Colorado. The mine has been worked intermittently since its discovery in 1880. The mine is at an elevation of 10,323 feet and is situated on a hill slope approximately 1,500 feet above the valley floor. The initial discovery was made after finding high-grade float on the surface containing free gold. A limited body of ore was mined prior to 1889. The Golden Wonder Property was generally unworked through 1930. From 1930 to 1969, sporadic mining and exploration efforts were conducted, some of which resulted in the extraction of an undetermined amount of gold-bearing ore.
During the summer of 1969, Southern Union Production Company ("SUPCO"), predecessor to the Texas based oil & gas conglomerate, Southern Union Company, began an exploration program at the Golden Wonder. Out of this, the SUPCO winze (a steeply inclined passageway connecting the mine workings) was started in the winter of 1970-1971 and completed to a depth of approximately 150 feet below the third level of the mine, with lateral drifting along the course of mineralization off the winze on the fourth level. Work was halted on the property in 1972, when SUPCO decided to discontinue all its metallic mineral operations in the western United States and South America. In 1973, Rocky Mountain Ventures secured a lease on the Property and shipped a small tonnage of dump material to a mill then operating at Crested Butte, Colorado for processing. Lake City Mines, Inc. acquired the property from SUPCO in 1977 and conducted extensive underground work including the driving of the 1,600’1,600' sixth level crosscut. LKA acquired an undivided 51% interest in the property in 1982 and commenced exploration shortly thereafter. During this exploration program a limited amount of gold-bearing material was produced and shipped to the Ute mill for concentrating and later sold to ASARCO as a part of a pilot production program. The mine was shut down shortly thereafter due to falling gold prices. In 1997, Au Mining leased the mine from LKA and commercially produced ore containing approximately 133,701 ounces of gold through the second quarter of 2006. Upon terminating its lease arrangement with Au Mining, LKA received an $18 million, 50/50 joint venture proposal from Cambior, Inc. to conduct exploration, establish reserves and, assuming success, resume commercial production. Cambior was acquired by IAM Gold in late 2006 before the joint venture agreement was finalized. In 2007, LKA was offered and finalized a similar joint venture arrangement ($18 million for 50% interest) with Richmont Mines, Inc. In 2008, a program of underground drilling and drifting was proposed and commenced but never completed by Richmont due to cost overruns and inconclusive results from initial drilling efforts. LKA resumed exploration efforts on its own in late 2008, which continue to the present date. Substantial underground drilling and drifting has been performed, resulting in the sale of limited quantities of vein material containing approximately 4,9084,910 ounces of gold. Shipments have been made to TCB International, Klondex Mines, Teck, Yukon- Nevada Gold, Kinross Gold Corp and Freeport McMoRan. To date, no commercial reserves have been established. Power for mining operations is generated on site. Unpatented claims held by LKA (which may vary in number from year to year) are maintained on Bureau of Land Management property through payment of annual assessment fees.
In July 2015, LKAexecuted an exploration and 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, grantsgranted 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 located near Lake City, Colorado. If such a resource, or multiple resources, is discovered, LKA will have the option to enter into a joint venture with Kinross for the purpose of developing such resource(s) by reimbursing 40.25% of Kinross' exploration expenses in return for a 35% interest in the joint venture. Throughout the summer and fall of 2015, Kinross conducted a detailed evaluation of surface geology surrounding LKA’sLKA's Golden Wonder mine. A report detailing Kinross’Kinross' findings, provided to LKA in February 2016, indicatesindicated several prospective targets possessing similar geologic characteristics to those found on surface above the previously mined high-grade ore shoot. ADuring 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 targets is planned fordrill sites and the springareas of interest (targets) on the Company's website at: http://lkagold.com/Golden-Wonder.php Despite what LKA management and summerthe Company's experts considered encouraging results that warranted follow-up drilling, Kinross informed in September of 2016.2017 that they were discontinuing the exploration program. All exploration results (surface evaluation, drilling, mapping, and assays) results were provided to LKA and Kinross terminated the agreement.
Commercial Ore Production
The Golden Wonder has been explored and developed by drifts on six different levels, with raises and winzes connecting the lower levels. In 1984, LKA conducted a five-month pilot production program that resulted in the sale of approximately $590,000 of gold concentrates to ASARCO. The average grade of the gold-bearing material produced during the pilot program was 0.96 ounces of gold per ton and the average gold price at that time was $325 per ounce. The majority of this material was derived from two stopes on the mine's fourth level, which consistently averaged one ounce of gold per ton. Commercial quantities of gold were also taken from the mine's fifth level. From 1997 until the second quarter of 2006, commercial mining operations were conducted by Au Mining, LLC, which leased the mine from LKA. During this period, approximately 8,349 tons of ore containing 133,701 ounces of gold were produced from the mine's fifth, sixth and seventh levels. The average grade of the ore produced during this period was 16.01 ounces of gold per ton. The average gold price during the period in which the ore was sold was $337.76. Total gold production from the Golden Wonder mine under LKA’sLKA's ownership has been more than 141,529 ounces. The average grade of all ore and gold-bearing vein material produced during this period was 11.411.48 ounces gold per ton. TheBased upon the current gold price of $1,320 per ounce, the value of all gold produced from the Golden Wonder during LKA’sLKA's ownership of the property is $173approximately $187 million. See Golden Wonder exploratory shipments and production records on the Company's website at: http://lkagold.com
Ute-Ulay Group.
The Ute-Ulay Property consists of 2327 patented mining claims located approximately four miles west of Lake City, Colorado. These are highly mineralized silver-lead-zinc mines with excellent access via a gravel road that is maintained year-round by the County of Hinsdale. This road goes from the Property to Lake City and from Lake City to State Highway 149 northward approximately 46 miles to an intersection with U.S. 50, about nine miles west of Gunnison, Colorado.
This Property has a long history of mineral extraction dating back to the nineteenth century. Most of this extraction (silver, lead and zinc) occurred between 1874 and 1903. LKA has no plans to resume mining operations at this property and has recently donated the mill, historic structures, operating permits, reclamation bonding, and certain portions of its patented claims to Hinsdale County for historic preservation purposes. See further description of this property and its historical significance to the area on the Company’sCompany's website at: http://lkagold.com/Ute_Ulay.html
Donation of Ute-Ulay Historic Structures and Property to Hinsdale County
On October 4, 2012, LKA deeded ownership of a sub-divided portion of its property known as the Ute-Ulay Town Site in Phase I of a two-part plan to convey ownership of these properties to Hinsdale County for historic preservation and restoration purposes. On December 19, 2012, LKA and the County executed the “Agreement"Agreement For Conveyance Of Ute-Ulay Mine and Mill Site”Site" to commence Phase II of the donation process. On April 4, 2013, LKA deeded certain additional portions of the property known as the Mine and Mill sites (“("Permitted Mine Area”Area") and the Henson Creek Frontage to the County and subsequently conveyed the Company’sCompany's operating permit and a portion of its reclamation bond to complete Phase II of the donation Agreement. During 2013, the County applied for, and obtained, funding from the EPA, BLM, and Colorado Department of Health & Environment (“CDPHE”("CDPHE") to clean up and stabilize these properties. Under the direction of EPA and DRMS the restoration and cleanup was completed in late 2013.2014. LKA no longer holds mining permits on this property.
As discussed above, the Ute-Ulay property was the subject of multiple EE/CA studies/reports prepared by the Bureau of Land Management that identified certain environmental hazards on a portion of the property known as the Ute Mine & Mill Site. A remediation and property stabilization plan developed by the DRMS, and approved by the EPA, was completed in late 20132014 at an estimateda cost of $1.2 million. As part of a voluntary contribution to the reclamation effort, in addition to the property, LKA assigned most of its reclamation bond to the County (valued at more than $30,000) and 3,800 cubic yards of cover rock valued at over $200,000. As the result of numerous discussions and agreements with Hinsdale County, CDPHE and the EPA’sEPA's regional manager, LKA expects to bear very little or none of these remediation costs beyond the voluntary contributions described above. The Company has received no notice from EPA indicating or suggesting further financial liability will be assessed.
The Ute Mill.
A 100 ton-per-day flotation mill, including various equipment, buildings and support facilities, exists on the Ute-Ulay Property. The mill is located at the level of the main haulage tunnel of the Ute mine. It is in satisfactory condition and was used by LKA to mill ore from the Golden Wonder mine during a 1984 pilot production program.
The mill, property, and related buildings were designated a historic landmark by Hinsdale County in 2011 and comprised the largest portion of the Company’sCompany's Phase II donation to the County. The mill is the only remaining one of its kind in the Lake City mining district and is considered a historic landmark and one of the area’sarea's most significant tourist attractions. Prior to donating the mill to Hinsdale County, management determined that the mill was not a practical or efficient vehicle for processing ore from the Company’sCompany's Golden Wonder mine.
Office Space.
We currently lease approximately 750 square feet of office space located at 3724 47th Street Ct. N.W., Gig Harbor, Washington. Effective as of January 1, 2005, we paid monthly rent of $1,300 to Abraham & Co., Inc. a FINRA member broker/dealer which is controlled by our President, Kye A. Abraham. This rent includes the use of the office space, bookkeeping services, telephone, office supplies, utilities, internet, computers and photocopiers. The lease arrangement is a month-to-month oral lease with Abraham & Co. and the payment amount increased to $1,500 per month in 2007 to keep pace with increased costs. To assist LKA in preserving its financial resources for anticipated operations in 2018, Abraham & Co. agreed, on multiple occasions, to accept common stock in lieu of cash for a substantial portion of these amounts due from LKA. Specifics on this arrangement are described in the attached Notes to the Consolidated Financial Statements.
ITEM 3: LEGAL PROCEEDINGS
LKA is 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 below, 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.
However, there is a potential, pending claim against a portion of our Ute Ulay properties. As discussed above, the EPA approved and completed a property remediation and stabilization plan developed by the Division of Reclamation, Mining & Safety for a certain portion of the Ute properties. In discussions with senior EPA project officials and an agreement with Hinsdale County, LKA expects minimal or no liability for the cost associated with this project since the affected area lies mostly outside of LKA’sLKA's permitted area of operations. The remediation project was completed by late fall, 2013.June 2014. The estimated cost of the project was $1.2 million and was funded with CERCLA funds obtained by Hinsdale County and directed by EPA.
ITEM 4: MINE SAFETY DISCLOSURES
The Company is the owner of the Golden Wonder Mine (the “Mine”"Mine") located near Lake City, Colorado. The Company contracted with Coal Creek Construction to be the operator of the Mine.Mine during 2013 - 2015. The Mine is subject to the jurisdiction and regulation of the Mine Safety and Health Administration, , (“MSHA”("MSHA") a division of the U.S. Department of Labor. During operationsperiods of operation the mine is inspected on a quarterly basis for compliance with safety regulations by MSHA.
During the year ended December 31, 2015,2017, officials from MSHA inspecteddid not inspect the Mine on several occasions.due to temporary cessation of underground operations. No citations for violations were issued.
As of the date of this report, the Mine is in compliance with all requirements of MSHA.
ITEM 5: MARKET FOR REGISTRANT’SREGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our shares of common stock are quoted by the OTC Markets Group Inc. of the Financial Industry Regulatory Authority, Inc. (“FINRA”("FINRA") under the symbol “LKAI”"LKAI".
Set forth below are the high and low closing bid prices for our common stock for each quarter of 20132016 and 2015.2017. These bid prices were obtained from OTC MarketsGroup Inc. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-downmarkdown or commissions and may not represent actual transactions.
| Period | High | Low |
| | | |
| January 1, 2014 through March 31, 2014 | $0.77 | $0.25 |
| | | |
| April 1, 2014 through June 30, 2014 | $0.52 | $0.25 |
| | | |
| July 1, 2014 through September 30, 2014 | $0.77 | $0.16 |
| | | |
| October 1, 2014 through December 31, 2014 | $0.48 | $0.15 |
| | | |
| January 1, 2015 through March 31, 2015 | $0.63 | $0.37 |
| | | |
| April 1, 2015 through June 30, 2015 | $0.50 | $0.33 |
| | | |
| July 1, 2015 through September 30, 2015 | $0.51 | $0.32 |
| | | |
| October 1, 2015 through December 31, 2015 | $0.38 | $0.12 |
| Period | High | Low |
| | | |
| January 1, 2016 through March 31, 2016 | $0.38 | $0.16 |
| | | |
| April 1, 2016 through June 30, 2016 | $0.53 | $0.24 |
| | | |
| July 1, 2016 through September 30, 2016 | $0.41 | $0.24 |
| | | |
| October 1, 2016 through December 31, 2016 | $0.51 | $0.26 |
| | | |
| January 1, 2017 through March 31, 2017 | $0.68 | $0.30 |
| | | |
| April 1, 2017 through June 30, 2017 | $0.61 | $0.41 |
| | | |
| July 1, 2017 through September 30, 2017 | $0.58 | $0.20 |
| | | |
| October 1, 2017 through December 31, 2017 | $0.30 | $0.11 |
Holders
The number of record holders of the Company’sCompany's common stock as of the date of this Report is approximately 507, not including an indeterminate number who may hold shares in “street"street name.”"
Common Stock Dividends
LKA has not declared any cash dividends with respect to its common stock and does not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
None
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
During September 2015, LKA issued two convertible debentures, eachFebruary 2017, Abraham & Co., Inc. agreed to exchange $25,500 in the amount of $125,000, or a total of $250,000 to members of the Koski family, the Company’s largest shareholders. Principal on the convertible debentures is due in three years from the date of issuance. The convertible debentures accrue interest at 7.5% per annum and are convertible at any time intooutstanding accounts payable for 56,818 shares of LKA common stock valued at $0.50 per share. Interest is duethe market price on a semi-annual basisthe grant date and LKA is requiredrecognized $25,500 in accounts payable extinguishment and $10,863 in expense related to retain a reserve amount of the proceeds to pay the first two semi-annual interest payments, which, if the debentures are converted within one year, will be paid to the convertible debenture holders.market discount.
During October 2015,June 2017, LKA issued a convertible debenture in18,913 shares of common stock for services valued at the amount of $50,000. Principalmarket price on the convertible debenture is duegrant 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 threeincrements 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 the date of issuance. The convertible debenture accrues interest at 7.5% per annum and is convertible at any time intooriginal subscription.
During July 2017, LKA issued 20,834 shares of LKAcommon stock and warrants to purchase an additional 20,834 shares of common stock at $0.50an exercise price $0.60 per share. Interest is due onshare for cash of $10,000. After accepting a semi-annual basis and LKA is required to retain a reserve amountsingle subscription this offering was postponed by management pending the outcome of the proceedsKinross drilling program.
During March 2018, LKA issued 3,224,990 shares of common stock for $644,998 in convertible debenture principal and accrued interest to payrelated 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 first two semi-annual interest payments, which, if the debenture is converted within one year, will be paidCompany issued its Chairman and CEO, Kye Abraham, 1,750,000 shares of its common stock as compensation for milestone achievements related to the convertible debenture holder.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.
Use of Proceeds of Registered Securities
During the years ended December 31, 20152017 and 2014,2016, we did not receive any proceeds from the sale of registered securities.
ITEM 6: SELECTED FINANCIAL DATA
Not required for smaller reporting companies.
ITEM 7: MANAGEMENT’SMANAGEMENT'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 intensive 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 ozs. (82% of which came during the period of 2002-2006ounces at an average ore grade of 16.01 ozs.oz. gold per ton).ton. As the Golden Wonder vein system typically pinches and swells, horizontally as well as vertically, LKA’sLKA'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. LKA expects to incorporate geochemical analysis, mapping (surface and underground) and other methods of exploration as its budget permits. Since resuming operations in the first quarter of 2009, LKA has as of the date of this Report, shipped and/orand sold more than 3538 bulk samples of crushed gold bearing vein material containing over 4,9084,910 ounces of gold derived from exploratory mining operations.
LKA and Kinross Gold U.S.A. Execute Golden Wonder Exploration Agreement
In earlyOn July 9, 2015, LKA executedentered into an "ExplorationExploration Agreement & Option" (in this subsection the "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, grantsgranted 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 located near Lake City, Colorado. If such a resource,Mine. On or multiple resources, is discovered,about September 20, 2017, Kinross gave LKA will have the option to enter into a joint venture with Kinross for the purposenotice of developing such resource(s) by reimbursing 40.25% of Kinross' exploration expenses in return for a 35% interest in the joint venture.
If a joint venture is formed, LKA's contribution will also include all of LKA's Golden Wonder properties.
During the five-year exploration period, Kinross will, but is not obligated to, conduct exploration, at its own expense, while LKA will retain the exclusive right to continue exploration and development of any resources within a "Carve-Out Area" which is LKA's current area of operation. The Agreement will enable the Company to get a look at, and participate in, any gold discoveries made over a much larger area, much sooner, than LKA's limited resources would otherwise allow. As onetermination of the world's preeminent gold producers, Kinross brings the technical and financial muscle this project needs. Management is encouraged that Kinross recognizes the potential of this unique property.
Agreement.
Shift in LKA’sLKA'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, will bewas 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 has suspendeddoes not anticipate resuming exploratory mining operations. Accordingly,and cash flow from gold sales is not expected in until exploratory mining is resumed.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 Surface Exploration Conducted by Kinross in 2015 - 2017
Throughout the summer and fall of 2015, Kinross Gold USA conducted a detailed evaluation of surface geology surrounding LKA’sLKA's Golden Wonder mine. A report detailing Kinross’Kinross' findings, provided to LKA in February 2016, indicatesindicated several prospective targets possessing similar geologic characteristics to those found on surface above the previously mined high-grade ore shoot. TheDuring the summer and fall of 2016, Kinross team didpermitted four separate drilling locations and commenced a remarkably thorough jobdrilling program in late 2016.The drilling program was designed to test up to six adjacent areas of combinginterest (targets) that were located during the property for indicators that may directsurface 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 Company to the next high-grade ore shoot or shoots. Management has always believed that, in deposits of this type, multiple ore shoots may exist. Identificationfour permitted drill sites. See maps of these new targets has been exciting. They are situated withindrill sites and the zoneareas of interest (targets) on the Company's website at: http://lkagold.com/Golden-Wonder.php Despite what LKA management expected.
Additionaland the Company's experts considered encouraging results that warranted follow-up drilling, Kinross informed in September of 2017 that they were discontinuing the exploration work focused on these targets will commence as permittingprogram. All exploration results (surface evaluation, drilling, mapping, and logistic allow…most likely inassays) were provided to LKA and Kinross terminated the spring of 2016.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’smanagement'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, 20152017 totaled $173,563,$833, which was comprised of cash totaling $150,068, restricted cash of $22,500 and accounts receivable of $995.prepaid expenses.
During fiscal years 20152017 and 2014,2016, our operating activities used net cash of $773,122$256,582 and $683,751,$266,967, respectively. The increasedecrease in net cash used in operations in 20152017 is mostly due to the $305,976 increasedecrease in net loss as discussed below.
Net cash provided used inby investing activities was $60,555$1,101 in 20152017 compared to net cash provided$21,399 in investing activities of $38,907 in 2014.2016. The increasedecrease in net cash used in investing activities is a result of an increasea release of $34,055 inrestricted cash paid for purchases of fixed assets$21,399 during 2016, compared to 2014 and an increase of $22,500 in restricted cash related to convertible debt issuances issued in 2015.$1,101 during 2017.
Net cash provided by financing activities was $285,000$255,481 in 2015,2017, compared to cash provided by financing activities of $1,334,849$95,500 in 2014.2016. The decreaseincrease in cash provided inby financing activities is mainly due to the issuance of common stock for cash of $1,800,000 in 2014, partially offset by cash payments of $162,044 for stock issuance costs and $300,000 to settle common stock rights. During 2015, we recognized net proceeds of $285,000$250,000 from the issuance of three convertible debentures.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, 2015,2017, the Company had a working capital deficit of $333,340,$775,661, as compared to working capital of $531,436$1,039,820 at December 31, 2014.2016.
We continue to accumulate significant losses, have a working capital deficit and negative cash flowsflows. 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 have raised substantialraises doubt about ourLKA's ability to continue as a going concern.
Results of Operations
Year Ended December 31, 2015,2017, Compared to Year Ended December 31, 20142016
During the calendar yearyears ended December 31, 2015,2017 and 2016, we recognizeddid not recognize any revenue of $170,549 from the shipment and sale of gold-bearing vein material, compared to $906,400 in 2014. Sales resulted from our exploration activities at the Golden Wonder mine.material.
Exploration expenses decreasedincreased from $887,549$75,434 in 20142016 to $685,383$88,036 in 2015, or approximately 23%. 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 decreased by $143,966, or approximately 62%, mainly due to recognition of $158,788 in non-cash equity compensation during 2014, we had no such expenses in 2015. Generaland general and administrative expenses decreased byremained approximately the same at $66,382 and $116,461 in 2017, respectively, compared to $66,303 or approximately 33%and $123,056 in 2015.2016, respectively. Officer salaries were $150,000 during both 2017 and 2016.
As a result of the above, we incurred an operating loss of $884,795$420,879 during the calendar year ended December 31, 20152017 as compared to $561,379$414,793 in 2014. Adjust2016.
Our total other income increased to $11,235$593,461 in 2015, from2017, compared to total other expenses of $6,205$338,734 in the prior yearyear. The increase is mainly as a result of the recognition of a derivative gain of $43,722,$718,337 in 2017, compared to a derivative loss of $303,975 in 2016. The other income was partially offset by $32,487$137,081 of interest expense associated with the amortization of debt issuance and discounts fromin 2017 and $34,759 in 2016. Additionally, we sold mining claims for a total of $12,205 during 2017.
As a result of the issuanceabove, we recognized net income of three convertible debentures totaling $300,000 and bearing interest at 7.5% per annum. Re-check these #s$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, 2015.2017.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
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' EquityDeficit | 21 |
| | |
| Consolidated Statements of Cash Flows | 22 |
| | |
| Notes to Consolidated Financial Statements | 23 |
Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors and Stockholdersof
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”"Company") as of December 31, 20152017 and 2014,2016, and the related consolidated statements of operations, stockholders’ equity,stockholders' deficit, and cash flows for the years then ended. These consolidated financial statements areended, and the responsibility ofrelated notes (collectively referred to as the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)"financial statements"). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of LKA Gold Inc. and its subsidiarythe Company as of December 31, 20152017 and 20142016, and the consolidated 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 consolidated financial statements have been prepared assuming that LKA Gold Inc.the Company will continue as a going concern. As discussed in Note 1510 to the consolidated financial statements, LKA Gold Inc.the Company has accumulated significantsuffered recurring losses from operations and has a workingnet capital deficit and has negative cash flows from operations, whichdeficiency that raises substantial doubt about its ability to continue as a going concern. Management’sManagement's plans regarding thosein regard to these matters are also are described in Note 15.10. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that maymight 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 13, 2016
LKA GOLD INC.INCORPORATED
Consolidated Balance Sheets
ASSETS
| | | December 31, | | | December 31, | |
| | | 2015 | | | 2014 | | | 2017 | | | 2016 | |
| CURRENT ASSETS | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash | | $ | 150,068 | | | $ | 698,745 | | | $ | - | | | $ | - | |
| Restricted cash | | | 22,500 | | | | - | | | | - | | | | 1,101 | |
| Accounts receivable | | | 995 | | | | 203,645 | | |
| Prepaid expense | | | | 833 | | | | 625 | |
| | | | | | | | | | | | | | | | | |
| Total Current Assets | | | 173,563 | | | | 902,390 | | | | 833 | | | | 1,726 | |
| | | | | | | | | | | | | | | | | |
| FIXED ASSETS | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Land, equipment, mining claims and asset retirement obligations | | | 849,140 | | | | 811,085 | | | | 849,140 | | | | 849,140 | |
| Accumulated depreciation | | | (359,175 | ) | | | (327,705 | ) | | | (390,252 | ) | | | (381,621 | ) |
| | | | | | | | | | | | | | | | | |
| Total Fixed Assets, Net of Accumulated Depreciation | | | 489,965 | | | | 483,380 | | | | 458,888 | | | | 467,519 | |
| | | | | | | | | | | | | | | | | |
| OTHER NON-CURRENT ASSETS | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Reclamation Bonds | | | 123,597 | | | | 123,597 | | | | 100,042 | | | | 100,042 | |
| | | | | | | | | | | | | | | | | |
| TOTAL ASSETS | | $ | 787,125 | | | $ | 1,509,367 | | | $ | 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 has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. During the fourth quarter of 2015, LKA adopted FASB Accounting Standards Update (ASU) 2015-03 “Interest – Imputation of Interest (Subtopic 835-30)”, which was issued April 2015 and adopted by the Company for the year ended December 31, 2015. In accordance with ASU 2015-03, LKA presents debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability.
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.
The Company accounts for debt issuance costs in accordance with the provisions of ASU 2015-03,2016-03, presenting debt issuance costs related to a recognized debt liability in the consolidated balance sheetsheets as a direct deduction from the carrying amount of that debt liability.
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.
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:
NOTE 3 - ASSET RETIREMENT OBLIGATIONS
ASC 410, “Asset"Asset Retirement and Environmental Obligations”Obligations", addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. LKA’sLKA'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 will bewas 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, 20152017 and 2014,2016, LKA holds reclamation bonds totaling $123,597$100,042 and $100,042 in the name of the State of Colorado (the State) for the Golden Wonder mine.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, 20152017 and 20142016 was $4,885,$0 and $4,541,$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(Abraham & Co., Inc. a Financial Industry Regulatory AuthorityFINRA member and registered investment advisor) also executes LKA’sLKA's securities transactions and manages its investment portfolio. At December 31, 20152017 and 2014,2016, LKA owes Abraham & Co $15,000$23,805 and $6,000$31,500 on this obligation respectively., respectively.
During February 2014, LKA issued 108,631 shares of common stock tothe year ended December 31, 2017, Abraham & Co., Inc. agreed to exchange $25,500 in outstanding accounts payable for payment56,818 shares of $36,500LKA common stock valued at the market price on the grant date and recognized $25,500 in amountsaccounts payable from LKA. LKA recognized a loss on settlement of debt of $9,125 as a result of the value of the stock issued being greater than the debt extinguished.extinguishment and $10,863 in expense related to market discount.
Accounts and Wages Payable
At December 31, 20152017 and 2014,2016, LKA owes $309$100 and $533,$8,595, respectively, for purchases made on the personal credit card of LKA’sLKA's president, Kye Abraham. Additionally, LKA owed Kye Abraham $75,757$113,257 and $76,067$163,257 in unpaid salary at December 31, 20152017 and 2014,2016, 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 INC.INCORPORATED
Notes to the Consolidated Financial Statements
NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)
Convertible Notes Payable
Convertible Notes Payable
During September 2015,On March 15, 2017, LKA issued two 7.5% Convertible Debentures (Debentures) for a totalconvertible debenture in the amount of $250,000 in cash$150,000 to beneficial owners of more than 10%members of the voting interests in LKA common stock.Koski family, the Company's largest shareholders. Principal on the Convertible Debenture is due March 15, 2021. The Debentures accrueConvertible Debenture accrues interest at 7.5% per annum, are unsecured, due in three years from the dates of issuance and areis convertible at any time 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 inon a semi-annual paymentsbasis and LKA is required to maintainretain a reserve amount of the proceeds equal to pay the first two semi-annual payments. As such,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 has designated $18,750 as restricted cashissued 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 December7.5% 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, 2015.2017, 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 arewere classified as liabilities during the years ended December 31, 2017 and 2016 in accordance with ASC 815 and LKA recognized a debt discountdiscounts of $350,000 and $250,000, respectively (see Note 6).
LKA incurred $12,500 in debt issuance costs on the Debenture issuances.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 termsterm of the Debentures. convertible debentures.
During the yearyears ended December 31, 2015,2017 and 2016, LKA recognized $821$67,301 and $3,484 of interest expense from the amortization of debt discount and issuance costs.costs, respectively.
LKA’sConvertible 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, 2015:2017:
| 7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due September 29, 2018 | | $ | 125,000 | | | $ | 125,000 | |
| 7.5% Convertible Debenture, interest at 7.5% per annum, unsecured, due September 29, 2018 | | | 125,000 | | | | 125,000 | |
| Total | | $ | 250,000 | | |
| 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, 2015:2017:
| 2016 | | $ | - | | |
| 2017 | | | - | | |
| 2018 | | | 250,000 | | | $ | 250,000 | |
| 2019 | | | - | | | | - | |
| 2020 | | | - | | | | - | |
| 2021 | | | | 350,000 | |
| 2022 | | | | - | |
| Thereafter | | | - | | | | - | |
| Total | | $ | 250,000 | | | $ | 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 7.5% 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. As such, LKA has designated $3,750 as restricted cash at December 31, 2015.payments, which were paid in 2016.
IfDuring 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 optionoptions embedded in this instrument isthese instruments are classified as a liability in accordance with ASC 815 and LKA recognized a debt discountdiscounts 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 $2,500$10,000 in debt issuance costs on the convertible debenture issuance. The debt issuance costs are being amortized over the three year term of the convertible debenture. issuances during 2016.
During the yearyears ended December 31, 2015,2017 and 2016, LKA recognized $164$14,793 and $1,742 of interest expense from the amortization of the debt discount and issuance costs.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 $358,006$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 $300,000during the years ended December 31, 2017 and 2016, $400,000 and $99,369, respectively, was recorded as debt discount and $58,006$209,812 and $33,781, respectively, was recorded as day one loss on derivative liability. During the yearyears ended December 31, 2015, $101,728 was recorded as2017 LKA recognized a net gain of $928,149 on mark-to-market of the conversion options.
During the year ended December 31, 2016, LKA GOLD, INC.
Notes torecognized a loss of $270,194 on mark-to-market of the Consolidated Financial Statements
conversion options.
The following table summarizes the derivative liabilities included in the
consolidated balance
sheetsheets at December 31,
2015:2017 and 2016:| | | | | | | |
| Balance, December 31, 2014 | | $ | - | | |
| 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 | | | 58,006 | | | | 209,812 | |
| Debt discount | | | 300,000 | | | | 400,000 | |
| Gains on change in fair value | | | (101,728 | ) | | | (928,149 | ) |
| Balance, December 31, 2015 | | $ | 256,278 | | |
| Balance, December 31, 2017 | | | $ | 341,285 | |
LKA GOLD INCORPORATED
Notes to the Consolidated Financial Statements
The following table summarizes the lossgain (loss) on derivative liabilities included in the income statement for the periodyears ended December 31, 2015:2017 and 2016:
| | | | |
| Day one loss due to convertible debt | | $ | (58,006 | ) |
| Gains on change in fair value | | | 101,728 | |
| Gain on derivative liabilities | | $ | 43,722 | |
| | 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, 20152017 include (1) risk-free interest rates of 0.99%between 1.31 and 1.93%, (2) lives of between 2.790.76 and 3.044.06 years, (3) expected volatility of between 379%199% to 411%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 7 - MINE OPERATING AGREEMENT
During August 2010, LKA entered into a Mine Operating Agreement (Operating Agreement) with Coal Creek Construction (Coal Creek). The Operating Agreement calls for Coal Creek to provide mine operating services, including mining and underground construction, blasting, crushing, bagging, hauling, loading and transporting of gold enriched vein material and associated waste material to locations specified by LKA in the vicinity of the property, maintenance of roads to the Property and working areas for the mining of the Property.
Per the Operating Agreement, Coal Creek is to pay all Mine Operator Services Expenses and is entitled to reimbursement for such expenses from LKA provided LKA has received sufficient monies from gold sales. LKA is responsible for payment of costs associated with vehicles it provides for the Project (including insurance and maintenance) property and production taxes, mining claim assessments or fees, personnel and consultants hired by LKA, claim and permit filings, and reclamation bonds. LKA shall also pay all liabilities associated with the Property which were incurred prior to the date of the Operating Agreement.
In exchange for providing Mine Operator Services, Coal Creek is entitled to a payment equal to twenty percent of the project's net profits, or Net Smelter Receipts less deductions for Mine Operator Services, Royalties and Project-related Expenses, provided that Coal Creek has performed its service obligations and is current with its financial obligations and all other terms of its agreement with LKA. During and as of the years ended December 31, 2015 and 2014, LKA paid Coal Creek $431,822 and $725,602 for Mine Operator Services and accrued an additional $9,770 and $122,742 in remaining reimbursable expense related to gold shipments, respectively.
NOTE 86 - 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’sLKA's active workings. The Agreement, amongst its other other provisions, grantsgranted 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’sLKA's properties above and adjacent to the Golden Wonder Mine. If such a resource,On or multiple resources, is discovered,about September 20, 2017, Kinross gave LKA will havenotice of termination of the option to enter into a joint venture with Kinross for the purpose of developing such resource(s) by reimbursing 40.25% of Kinross’ exploration expenses in return for a 35% interest in the joint venture. If a joint venture is formed, LKA’s contribution will also include all of LKA’s Golden Wonder properties.Agreement.
During the five-year exploration period, Kinross will, but is not obligated to, conduct exploration, at its own expense, while LKA will retain the exclusive right to continue exploration and development of any resources within a “Carve-Out Area” which is LKA’s current area of operation.
LKA GOLD, INC.
Notes to the Consolidated Financial Statements
NOTE 97 - 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”cleanup ("remediation") activities that it iswas conducting on neighboring properties that LKA doesdid 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’sBLM's most recent study, “Value"Value Engineering Study on the Ute Ulay Mine/Mill Site – Final Report”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 DepartmentThe remediation of Public Health & Environment Ute-Ulaythe property was completed in June 2014. According to a final project supervisor,report by the Federalfederal Environmental Protection Agency’sAgency's (the “EPA”"EPA") regional manager and legal counsel,project supervisor, the actual costs associated with this effort are expected to be approximatelywere $1.2 million; substantially below previous BLM estimates.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 agenciesAgency may perform the work and seek recovery of costs against the property owner and previous owners. While it cannot be determinedLKA management has had numerous discussions with absolute certainty untilsenior EPA representatives, including the project is completed, LKA’s status as a “de minimis” participantmanager, and been told that the fact thatAgency does not intend to seek reimbursement of remediation activities are focused on property located largely outside of LKA’s permitted operating area,cost from LKA management expects this project will have a negligible impact onbeyond what the LKA’s financial condition.Company has already contributed. Accordingly, pursuant to Generally Accepted Accounting Principles, and all discussions with the above named agenciesEPA 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, 2015. Actual2017. As stated above, actual completion of remediation work at the site was completed in late 2013 by2014 but the EPA. 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 108 - 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’sCompany's wastewater discharge permit. During 2015,2016, 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 believes itback into compliance with its discharge permit requirements. Until this work is probablecompleted 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 that therediscussions with the CDPHE will be aconcluded by the end of 2018 and that any financial penalty assessed and that rangeany 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 between $75,000 and $150,000.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, 2015 since2017 and 2016, respectively, as there is no better estimate of the amount of loss within this range.
NOTE 11 - CONVERTIBLE PREFERRED STOCK
Between August and December 2013, LKA issued a total of 11,500 shares of convertible preferred stock (Preferred Stock). The Preferred Stock was convertible into shares of common stock at a rate based on the average closing price of LKA common shares for the 10 trading days prior to the receipt of the notice of conversion less a 15% discount, but not less than $0.40 per share.
Between September 2013 and February 2014 all holders of convertible preferred stock elected to convert their shares into 209,643 shares of common stock.
LKA GOLD, INC.
Notes to the Consolidated Financial Statements
NOTE 12 - COMMON STOCK
During January 2014, LKA issued 25,000 shares of common stock for services to a consultant. LKA recognized $12,748 in non-cash consulting expense, or $0.51 per share.
During February 2014, LKA issued a total of 339,000 shares of common stock for services to four consultants. LKA recognized $157,104 in non-cash consulting expense
During February 2014, LKA issued 108,631 shares of common stock for accrued office space rent to Abraham & Co., Inc., a related party entity, valued at $45,625, for accrued amounts of $36,500 and an additional expense of $9,125.
During February 2014, the holder of 1,800 shares of Preferred Stock elected to convert all of the Preferred Stock into 45,000 shares of common stock.
During June 2014, LKA issued 20,965 shares of common stock to Abraham & Co. for commissions related to the issuance of convertible preferred stock. The value of the common shares of $6,080, or $0.29 per share, was recorded as convertible preferred stock issuance costs.
During August 2014, LKA completed a private placement of 7,200,000 shares of common stock with Koski Family Limited Partnership (“KFLP”) at a price of $.25 per share. The private placement agreement also calls for LKA to purchase the Brannon Limited Partnership ("Brannon") rights to receive 4,200,000 shares of LKA common stock. Brannon received $300,000 in cash and 650,000 shares of LKA common stock in exchange for its rights to receive future distributions from the remaining 3,850,000 shares reserved by the Company for this purpose. LKA cancelled the remaining shares.
LKA also entered into an Investment Advisory and Finder’s Fee Agreement as part of the private placement agreement (“Advisory Agreement”). The Advisory Agreement provided for a cash payment of $150,000 and the issuance of 300,000 shares of LKA common stock valued at $138,300, or $0.46 per share. The above mentioned cash and stock payments, as wells as an additional $12,044 paid for stock issuance closing costs totaling $162,044 was recorded as common stock issue costs against additional paid-in capital.
NOTE 13 - COMMON STOCK OPTIONS AND WARRANTS
Common Stock Options
During October 2011, LKA issued its Chairman and CEO 250,000 shares of common stock and options to purchase up to 500,000 shares of LKA common stock at $1.00 per share for 3 years. The shares and options were issued for services rendered related to the continued management and operation of the company. The common stock options were allowed to expire unexercised on December 31, 2014. No expense was recognized on these stock options during the year ended December 31, 2014.
The following table summarizes2017, due to an increase in estimated costs to meet proposed corrective actions, LKA increase the options outstanding and associated activity foraccrual by $75,000. During the yearsyear ended December 31, 2015 and 2014:
| | | Number of Options | | | Weighted Average Price | | | Weighted Average Remaining Contractual Life | |
| Options exercisable at December 31, 2013 | | | 500,000 | | | $ | 1.00 | | | | 0.83 | |
| Granted | | | - | | | | - | | | | - | |
| Exercised | | | - | | | | - | | | | - | |
| Expired | | | (500,000 | ) | | | 1.00 | | | | - | |
| Options exercisable at December 31, 2014 | | | - | | | | - | | | | - | |
| Granted | | | - | | | | - | | | | - | |
| Exercised | | | - | | | | - | | | | - | |
| Expired | | | - | | | | - | | | | - | |
| Options exercisable at December 31, 2015 | | | - | | | $ | - | | | | - | |
2017, LKA GOLD, INC.
Notes to the Consolidated Financial Statementsspent approximately $50,026 in remediation expenses.
NOTE 9 - EQUITY
During 2013, LKA granted 2,000,000 performance restricted common stock, options, whereby, it’sits 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 thisthe probability of vesting is a remote possibility and none of the common stock options have been earned nor has any expense been recorded as of December 31, 2015.
Common Stock Warrants
During April 2011, LKA entered into an interim consulting agreement with Francois Viens to act as a special advisor to the LKA board of directors, with the election of being appointed to a position on the LKA board in the future. As an initial incentive compensation for his services, LKA issued Mr. Viens warrants to purchase up to 250,000 shares of LKA stock in three tranches on a three-year vesting. Each warrant has a term of two and one-half years. In the event the shares underlying the warrants, and the closing price of the common stock of the Company has been $6.00 per share or higher for 10 trading days within a 30 day trading period subject to minimum trading volumes, LKA shall be able to redeem the Warrants at $0.001 per warrant. The value of the warrants was recognized as expense ratably over the vesting term.
The Viens warrant three-year vesting schedule is as follows:
Warrant I for 100,000 shares exercisable at $1.60 per share, to be issued as of May 1, 2011
Warrant II for 75,000 shares exercisable at $2.40 per share, to be issued one year later, or May 1, 2012
Warrant III for 75,000 shares exercisable at $3.60 per share, to be issued one year later, or May 1, 2013
During the years ended December 31, 2015 and 2014, 75,000 and 75,000 warrants related to the above agreement expired unexercised, respectively. 2017.
During February 2012,2017, Abraham & Co., Inc. agreed to exchange $25,500 in outstanding accounts payable for 56,818 shares of LKA entered into an agreement with Rauno Perttu to act as Chief Geologist and special advisor tocommon stock valued at the LKA board of directors, with the election of being appointed to a positionmarket 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 boardissued 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 the future. Asincrements of $5,000. Each Unit consists of one share of LKA Gold common stock and a "Warrant" to purchase an initial incentive compensationadditional LKA Gold share of common at $0.60 for his services,a period of two years from date of original subscription.
During July 2017, LKA agreed to issue Mr. Perttuissued 20,834 shares of common stock and warrants to purchase up to 250,000an additional 20,834 shares of LKA stock in three tranches on a three-year vesting schedule. Each warrant has a term of two and one-half years. In the event the shares underlying the warrants, and the closing price of the common stock of the Company has been $6.00at an exercise price $0.60 per share or higher for 10 trading days within a 30 day trading period subject to minimum trading volumes, LKA shall be able to redeem the Warrants at $0.001 per warrant. The valuecash of the warrants was recognized as expense ratably over the vesting term. During the year ended December 31, 2014, LKA expensed $1,684 related to the warrants.$10,000.
The Perttu warrant three-year vesting schedule is as follows:
Warrant I for 100,000 shares exercisable at $0.80 per share, to be issued as of March 1, 2012.
Warrant II for 75,000 shares exercisable at $1.20 per share, to be issued one year later, or March 1, 2013.
Warrant III for 75,000 shares exercisable at $1.60 per share, to be issued one year later, or March 1, 2014.
During the years ended December 31, 2015 and 2014, 75,000 and 100,000 warrants related to the above agreement expired unexercised.
LKA GOLD INC.INCORPORATED
Notes to the Consolidated Financial Statements
Each warrant has a term
During July 2017, in conjunction with the sale of two and one-half years. In the event thecommon stock for cash, LKA issued warrants to purchase 20,834 shares underlying the warrants, and the closingof common stock at an exercise price of the common stock of the Company has been $6.00 per share or higher for 10 trading days within a 30 day trading period$0.60, subject to minimum trading volumes, LKA shall be able to redeem the Warrantssubsequent adjustments based on future issuance prices, exercisable at $0.001 per warrant.
The Warrant I - III tranches were valued at $44,792, $29,769 and $26,947 using the Black-Scholes option fair value pricing model using the following assumptions:
| Stock price on grant date | | $ | 0.70 | |
| Exercise price | | $ | 0.80 – 1.60 | |
| Expected time to exercise | | 2.5 years | |
| Risk free interest rate | | | 0.35 | % |
| Volatility | | | 121.02 | % |
| Expected forfeiture rate | | | 0.00 | % |
The following table summarizes the outstanding warrants and associated activity for the years ended December 31, 20152017 and 2014:2016:
| | | Number of Warrants Outstanding | | | Weighted Average Price | | | Weighted Average Remaining Contractual Life | | | Number of Warrants Outstanding | | | Weighted Average Price | | | Weighted Average Remaining Contractual Life | |
| Balance, December 31, 2013 | | | 400,000 | | | $ | 1.85 | | | | 1.48 | | |
| Balance, December 31, 2015 | | | | 75,000 | | | $ | 1.60 | | | | 0.67 | |
| Granted | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Exercised | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Expired | | | (175,000 | ) | | | (1.49 | ) | | | - | | | | (75,000 | ) | | | (1.60 | ) | | | - | |
| Balance, December 31, 2014 | | | 225,000 | | | | 2.13 | | | | 1.08 | | |
| Balance, December 31, 2016 | | | | - | | | | - | | | | - | |
| Granted | | | - | | | | - | | | | - | | | | 20,834 | | | | 0.60 | | | | 2.00 | |
| Exercised | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Expired | | | (150,000 | ) | | | (2.40 | ) | | | - | | | | - | | | | - | | | | - | |
| Balance, December 31, 2015 | | | 75,000 | | | $ | 1.60 | | | | 0.67 | | |
| Balance, December 31, 2017 | | | | 20,834 | | | $ | 0.60 | | | | 1.55 | |
NOTE 1410 - NOTE SETTLEMENT AGREEMENTGOING CONCERN
Effective as of August 14, 2012, LKA, executed a Letter Agreement with Brannon, whereby, the parties agreed to settle the entire unpaid principal balance of $766,321 and accrued interest of $365,762 on a note payable through the issuance of a total of six million shares of LKA common stock at a then pre-split settlement price of $0.1886 per share.
Under the Letter agreement, LKA was required to deliver to Brannon a stock certificate representing 400,000 shares of common stock and Brannon was to provide LKA written notice of its election when to issue the remaining 5,200,000 common shares of LKA. The 5,200,000 shares of issued, but not outstanding common shares to Brannon
were not subject to a 1:2 reverse stock split. As such, upon the 1-for-2 reverse-split of its common stock in 2013, LKA recognized an additional $2,756,000 in non-cash stock based expense for the exclusion of 5,200,000 pre-split (2,600,000 post-split) issued but not yet outstanding common shares related to October 2012 debt conversions. The expense was calculated based on the market price of $1.06 per share on the 2,600,000 post-split shares as of March 15, 2013.
LKA was required, within 90 days of the date of the Letter Agreement and Note Settlement Agreement, to proceed with the court hearing process for the Settlement Shares to be issued pursuant to the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended. On October 15, 2012, the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida, issued its Consent Final Judgment with respect to the issuance to the five recipients of a total of 887,111 post-split shares of LKA common stock and with respect to Brannon, a total of 6,000,000 common shares, of which 2,150,000 were issued at December 31, 2014. The remaining 3,850,000 common shares were returned to LKA as part of the August 2014 private placement of 7,200,000 shares of common stock with KFLP (see Note 9). The private placement agreement called for LKA to purchase the Brannon rights to receive 4,200,000 shares of LKA common stock. Brannon received $300,000 in cash and 650,000 shares of LKA common stock in exchange for its rights to receive future distributions from the remaining 3,850,000 shares reserved by the Company for this purpose. LKA cancelled the remaining shares.
LKA GOLD, INC.
Notes to the Consolidated Financial Statements
NOTE 15 - 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 $300,000$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, and October 2015 (see in conjunction with the termination of the Kinross exploration agreement, LKA terminated the limited private offering.
LKA GOLD INCORPORATED
Notes 4 and 5). If LKA is not successful into 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. 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.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None; not applicable.
ITEM 9A: CONTROLS AND PROCEDURES
Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, our President and our Treasurer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report 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.
Management’sManagement's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
Our management, with the participation of the President and the Treasurer, evaluated the effectiveness of our internal controls over financial reporting as of December 31, 2015.2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”("COSO") in Internal Control – Integrated Framework.Framework (2013). Based on this evaluation, our management concluded that as of December 31, 2015,2017, our internal controls over financial reporting were not effective due to the following material weaknesses:weaknesses identified as follows:
- Inadequate segregation of duties;| · | The Company lacks appropriate segregation of duties and |
- Insufficient| · | The Company has an insufficient number of employees responsible for the accounting and financial reporting functions. |
Internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
| - | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
| - | provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and, |
| - | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
This Annual Report on Form 10-K does not include an attestation report of the Company’sCompany's independent registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to attestation by the Company’sCompany's independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’smanagement's report in this Annual Report on Form 10-K.
We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses.
Changes in Internal Control Over Financial Reporting
During the fourth quarter of our 20152017 fiscal year, there were no changes in our internal control over financial reporting.
ITEM 9B: OTHER INFORMATION
None
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Identification of Directors and Executive Officers
The following table sets forth the names of all current directors and executive officers of the Company. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.
| Name | Positions Held | Date of Election or Designation | Date of Termination or Resignation |
| Kye A. Abraham | President Chairman of the Board Director | 03/88 03/88 03/88 | * * * |
Nanette Abraham | Secretary | 1990 | * |
| | Director Treasurer | 1990 12/02 | * * |
These persons presently serve in the capacities indicated.
Background and Business Experience
Kye Abraham, President, Chairman of the Board Mr. Abraham is 5759 years old. He has been the President of LKA since 1988. Mr. Abraham is also the President, Chairman of the Board and sole shareholder of Abraham & Co., Inc., a registered FINRA broker/dealer and Registered Investment Adviser. Mr. Abraham is also the Managing Partner of Caldera Limited Partnership. Mr. Abraham directs all mining and business matters for LKA.
Nanette Abraham, Secretary/Treasurer and Director. Mrs. Abraham, age 58,60, and, until recently was employed as a Research Associate by the Russell Investment Group Company, a worldwide financial consulting company, since 1991. She has been the Secretary and Director of LKA for over 10 years, and was appointed to the office of Treasurer in December 2002.
Significant Employees
LKA has no employees who are not executive officers, but who are expected to make a significant contribution to its business.
Family Relationships
Our President, Kye Abraham, is the husband of Nanette Abraham, who is our Secretary/Treasurer.
Involvement in Other Public Companies Registered Under the Exchange Act
None
Section 16(a) Beneficial Ownership Reporting Compliance
Our shares of common stock are registered under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such forms furnished to us during the fiscal year ended December 31, 2015,2017, there were no late filings, no failures to make filings and no unreported transactions.
Code of Ethics
We have adopted a Code of Conduct for our President and Secretary/Treasurer. A copy of the Code of Conduct was attached as Exhibit 14 to our Annual Report on Form 10-KSB for the calendar year ended December 31, 2003. See Part IV, Item 15 of this Report.
Corporate Governance
Nominating Committee
We have not established a Nominating Committee because we believe that our Board of Directors is able to effectively manage the issues normally considered by a Nominating Committee. During the calendar year ended December 31, 2015,2017, there were no changes to the procedures by which security holders may recommend nominees to the Company’sCompany's Board of Directors.
Audit Committee
We have not adopted an audit committee separate from our Board of Directors because the Board of Directors consists of only Mr. and Mrs. Abraham.
ITEM 11: EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid by the Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Total Earnings ($) (j) |
| Kye Abraham, President, Director | 12/31/1517 12/31/1416 12/31/1315 | $138,000 $138,000 $138,000 | 0 0 0 | 0 0 0 | 0 0 0 | $138,000 $138,000 $138,000 |
Nannette Abraham Sec./Treas Director | 12/31/1517 12/31/1416 12/31/1315 | $12,000 $12,000 $12,000 | 0 0 0 | 0 0 0 | 0 0 0 | $12,000 $12,000 $12,000 |
Beginning in October 2006, Kye Abraham began receiving a salary of $11,500 per month and Nannette Abraham began receiving a salary of $1,000 per month for their services to LKA. Prior to that, Kye Abraham’sAbraham's salary was $10,000 per month. We do not have any employment agreements with Mr. Abraham or with any other party.
Outstanding Equity Awards at Fiscal Year End
None
Compensation of Directors
Our directors are not compensated for their service on the board of directors.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
The following tables set forth the share holdingsshareholdings of those persons who were the beneficial owners of more than five percent (5%) shareholders of the Company’sCompany's common stock as of March 27, 2016:31, 2018:
Ownership of Principal Shareholders
| Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
| Common Stock | Kye Abraham | 2,948,627(1) | 15.4%(3) |
| Common Stock | Koski Family Limited Partnership | 8,700,000(2) | 45.4%(3) |
| Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
| Common Stock | Kye Abraham | 6,351,200(1) | (3) 23% |
| Common Stock | Koski Family Limited Partnership | (2) 13,638,393 | (3) 50% |
(1) Consists of 2,986,688 shares that are held directly by Mr. And Ms. Abraham; 2,804,560 shares that are owned by Caldera Partners Limited, of which Mr. Abraham is the Managing Director; 272,964 shares that are owned by Cognitive Assoc. LP of which Mr. Abraham is the Managing Partner, 32,033 shares that are owned by Cognitive Intelligence LP of which Mr. Abraham is the Managing Partner, and 254,955shares that are owned by Abraham & Co., which is controlled by Mr. Abraham.
(2) Of this total, 6,496,250 shares are held directly by the Koski Family Limited Partnership. The remaining 4,439,440 shares are held by associated Koski family members and entities. (includes Robert Koski open market purchases)
(3) Based on a total of 27,541,308 shares outstanding.
Security Ownership of Management
The following table sets forth the share holdings of the Company's directors and executive officers as of December 31, 2017:
Ownership of Officers and Directors
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
| Common Stock | Kye Abraham | 2,924,302(1) | 15.2% (2) |
| Common Stock | Nanette Abraham | (3) | 15.2% (2) |
(1) Consists of 25,281shares that are held directly by Mr. And Ms. Abraham; 2,467,021 shares that are owned by Caldera Partners Limited, of which Mr. Abraham is the Managing Director; 272,964 shares that are owned by Cognitive AssocAssociates LP of which Mr. Abraham is the Managing Partner, 32,033 shares that are owned by Cognitive Intelligence LP of which Mr. Abraham is the Managing Partner, and 151,328shares that are owned by Abraham & Co., which is controlled by Mr. Abraham.
(2) Of this total, 5,690,000 shares are held directly by the Koski Family Limited Partnership. The remaining 3,010,000 shares are held by associated Koski family members and entities.
(3) Based on a total of 19,165,152 shares outstanding.
Security Ownership of Management
The following table sets forth the share holdings of the Company’s directors and executive officers as of December 31, 2015:
Ownership of Officers and Directors
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
Common Stock | Kye Abraham | 2,948,627(1) | 15.4% (2) |
Common Stock | Nanette Abraham | (3) | 15.4% (2) |
(1) Consists of 25,281 shares that are held directly by Mr. And Ms. Abraham; 2,467,021 shares that are owned by Caldera Partners Limited, of which Mr. Abraham is the Managing Director; 272,964 shares that are owned by Cognitive Assoc LP of which Mr. Abraham is the Managing Partner, 32,033 shares that are owned by Cognitive Intelligence LP of which Mr. Abraham is the Managing Partner, and 151,328127,003 shares that are owned by Abraham & Co., which is controlled by Mr. Abraham.
(2) Based on a total of 19,165,15219,261,717 shares outstanding.
(3) As the spouse of Kye A. Abraham, Nanette Abraham may be deemed to beneficially own all 2,948,6272,924,302 shares that Mr. Abraham beneficially owns.
Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
None
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE
Transactions with Related Persons
Except as indicated below, during the past fiscal year, the Company has not entered into any transaction with a related person, and there is no currently proposed transaction with a related person, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’sCompany's total assets at year endyear-end for the last two completed fiscal years.
Office Space
LKA pays a company owned by an officer and shareholder $1,500 per month for office rent, administrativeequipment, services and expenses. The affiliated Company, (Abraham(Abraham & Co., Inc. a Financial Industry Regulatory AuthorityFINRA member and Registered Investment Adviser)registered investment advisor) also executes LKA’sLKA's securities transactions and manages its investment portfolio. At December 31, 20152017 and 2014,2016, LKA owes Abraham & Co $15,000$23,805 and $6,000$31,500 on this obligation, respectively for office rent and administrative services..
During February 2014, LKA issued 108,631 shares of common stock to Abraham & Co., Inc. for payment of $36,500 in amounts payable from LKA for office rentAccounts and services.Wages Payable
At December 31, 20152017 and 2014,2016, LKA owes $309$100 and $533,$8,595, respectively, for purchases made on the personal credit card of LKA’sLKA's president, Kye Abraham. Additionally, LKA owed Kye Abraham $75,757$113,257 and $76,067$163,257 in unpaid salary at December 31, 20152017 and 2014,2016, 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.
Convertible Notes Payable
On September 29, 2015, LKA issued two 7.5% Convertible Debentures (Debentures) forconvertible debentures (Convertible Debentures), each in the amount of $125,000, or a total of $250,000 to members of the Koski family, the Company's largest shareholders. Principal on the Convertible Debentures is due September 29, 2018. Interest accrues at 7.5% per annum and interest is due on a semi-annual basis. The Convertible Debentures are convertible at any time into shares of LKA common stock at $0.50 per share.
On March 15, 2017, LKA issued a convertible debenture in cash.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 3, 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 $67,046 and $3,484 of interest expense from the amortization of debt discount and issuance costs, respectively.
Certain Convertible debenture holders (insiders and related parties) were notified November 6, 2017 that the current bi-annual interest payments in the amount of $30,078 would be delayed while the Company was 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.
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, are unsecured, due in three years from the datesdate 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 paymentsThere are no outstanding amounts under this agreement at December 31, 2017 and LKA is required to maintain a reserve of proceeds equal to the first two semi-annual payments.2016.
Parents of the Smaller Reporting Company
LKA has no parent company.
Director Independence
We do not have any independent directors serving on our Board of Directors. The definition the Company uses to determine whether a director is independent is NASDAQ Rule 4200(a)(15). The text of this rule is attached to this Annual Report as Exhibit 99.
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES
The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, 2015,2017, and 2014:
| Fee Category | | 2015 | | | 2014 | |
| Audit Fees | | $ | 23,500 | | | $ | 23,000 | |
| Audit-related Fees | | | - | | | | - | |
| Tax Fees | | | - | | | | - | |
| All Other Fees | | | 1,250 | | | | - | |
| Total Fees | | $ | 24,750 | | | $ | 23,000 | |
| Fee Category | | 2017 | | | 2016 | |
| Audit Fees | | $ | 29,000 | | | $ | 27,000 | |
| Audit-related Fees | | $ | - | | | $ | - | |
| Tax Fees | | $ | - | | | $ | - | |
| All Other Fees | | $ | - | | | $ | - | |
| Total Fees | | $ | 29,000 | | | $ | 27,000 | |
Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit"Audit fees.”"
Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.
All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit"Audit fees,” “Audit-related" "Audit-related fees,”" and “Tax fees”"Tax fees" above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.
PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)(2) Financial Statements. See the audited financial statements for the year ended December 31, 2012 contained in Item 8 above which are incorporated herein by this reference.
(a)(3) Exhibits. The following exhibits are filed as part of this Annual Report:
Exhibits
| Exhibit Number | Description (1) |
| 3.1 | Certificate of Incorporation (2) |
| 3.2 | By-laws (2) |
| 14 | Code of Conduct (3) |
| 31.1 | 302 Certification of Kye Abraham |
| 31.2 | 302 Certification of Nanette Abraham |
| 32 | 906 Certification |
| 99 | NASDAQ Rule 4200(a)(15) |
| 101 INS | XBRL Instance Document* |
| 101 PRE | XBRL Taxonomy Extension Presentation Linkbase Document* |
| 101 LAB | XBRL Taxonomy Extension Label Linkbase Document* |
| 101 DEF | XBRL Taxonomy Extension Definition Linkbase Document* |
| 101 CAL | XBRL Taxonomy Extension Calculation Linkbase Document* |
| 101 SCH | XBRL Taxonomy Extension Schema Document* |
* PursuantPursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished”"furnished" and not “filed”"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”"furnished" and not “filed”"filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Summaries of all exhibits contained within this Report are modified in their entirety by reference to these exhibits.
(2) Incorporated by reference to our Annual Report on Form 10-KSB for the calendar year ended December 31, 2001, filed with the SEC on February 11, 2003.
(3) Incorporated by reference to our Annual Report on Form 10-KSB for the calendar year ended December 31, 2003, filed with the SEC on March 29, 2004.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LKA GOLD INCORPORATED
| Date: | April 13, 201617, 2018 | | By: | /s/Kye Abraham |
| | | | | Kye Abraham, President, Chairman of the Board and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
LKA GOLD INCORPORATED
| Date: | April 13, 201617, 2018 | | By: | /s/Kye Abraham |
| | | | | Kye Abraham, PrincipalChief Executive Officer Chairman of the Board and Director |
| | | | | |
| Date: | April 13, 201617, 2018 | | By: | /s/Nanette Abraham |
| | | | | Nanette Abraham, PrincipalChief Financial Officer, PrincipalChief Accounting Officer and Director |
