UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM 10-Q
____________________

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

For the quarterly period ended June 30, 2018March 31, 2019

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

For the transition period from ____________ to____________

Commission File No. 000-17106


LKA GOLD INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware91-1428250
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization) 

3724 47th Street Ct. N.W.
Gig Harbor, Washington 98335
(Address of principal executive offices)

(253) 514-6661
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ][X] Smaller reporting company [X] Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revisited financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  August 14, 2018May 20, 201927,641,36127,741,361 shares of common stock.

1


PART I

Item 1.  Financial Statements

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



2

LKA GOLD INCORPORATED
Consolidated Balance Sheets
(Unaudited)

ASSETS

 June 30, 2018  December 31, 2017  
March 31,
2019
  
December 31,
2018
 
CURRENT ASSETS            
Cash $245,610  $-  $26,412  $61,696 
Restricted cash  1,875   - 
Prepaid expenses  5,833   833   11,000   833 
Total Current Assets  253,318   833   37,412   62,529 
FIXED ASSETS
                
Land, equipment, mining claims and asset retirement liabilities  849,140   849,140   849,140   849,140 
Accumulated deprecation  (394,568)  (390,252)  (401,041)  (398,884)
Total Fixed Assets, Net of Accumulated Depreciation  454,572   458,888   448,099   450,256 
OTHER NON-CURRENT ASSETS
                
Reclamation bonds  134,388   100,042   149,156   149,156 
                
TOTAL ASSETS $842,278  $559,763  $634,667  $661,941 
                
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

LKA GOLD INCORPORATED
Consolidated Balance Sheets (Continued)
(Unaudited)


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)DEFICIT

  June 30, 2018   December 31, 2017  
March 31,
2019
  
December 31,
2018
 
CURRENT LIABILITIES
            
Accounts payable $74,590  $92,633  $185,430  $184,096 
Accounts payable – related party  3,342   23,905   10,726   6,670 
Cash overdraft  -   981 
Note Payable – related party  12,702   7,500   12,702   12,702 
Wastewater discharge liability  99,974   99,974   99,974   99,974 
Derivative liability  75,621   341,285   52,188   54,653 
Convertible notes payable – related party, net of debt issue costs and debt discount of $0 and $209,339, respectively  
-
   
40,661
 
Convertible note payable, net of debt issue costs and debt discount of
$107,542 and $41,868, respectively
  
42,458
   
8,132
 
Convertible note payable  50,000   50,000 
Note payable  10,000   10,000   10,000   10,000 
Accrued interest payable  5,071   38,166   9,511   5,882 
Accrued wages and advances payable to officer  24,989   113,257   87,489   49,989 
Total Current Liabilities  348,747   776,494   518,020   473,966 
LONG-TERM LIABILITIES
                
Convertible notes payable – related party, net of $0 and $328,570
in debt issuance costs and debt discount, respectively
  
-
   
21,430
 
Convertible note payable, net of $45,300 and $139,288 in debt issuance
costs and debt discount, respectively
  
4,700
   
10,712
 
Convertible note payable, net of $45,083 and $50,718 in debt issuance
costs and debt discount, respectively
  
84,917
   
79,282
 
Asset retirement obligation  122,950   122,950   122,950   122,950 
Total Liabilities  476,397   931,586   725,887   676,198 
STOCKHOLDERS' EQUITY (DEFICIT)
        
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,
27,641,308 and 19,261,717 shares issued and 27,597,684 and 19,218,093
shares outstanding, respectively
  
27,641
   
19,262
 
Common stock, $0.001 par value, 50,000,000 shares authorized,
27,741,308 and 27,697,684 shares issued and 27,741,308 and 27,697,684
shares outstanding, respectively
  
27,741
   
27,741
 
Additional paid-in capital
  20,070,487   18,020,363   19,959,183   19,959,183 
Treasury stock; 43,624 and 43,624 shares at cost, respectively
  (86,692)  (86,692)  (86,692)  (86,692)
Accumulated deficit  (19,645,555)  (18,324,756)  (19,991,452)  (19,914,489)
Total Stockholders' Equity (Deficit)  365,881   (371,823)
Total Stockholders' Deficit  (91,220)  (14,257)
                
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $842,278  $559,763 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $634,667  $661,941 


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


4

LKA GOLD INCORPORATED
Consolidated Statements of Operations
(Unaudited)

  
For the Three Months Ended
March 31,
 
  2019  2018 
       
OPERATING EXPENSES      
Exploration and related costs $36  $- 
General and administrative  15,798   20,060 
Officer salaries  37,500   238,925 
Professional and consulting  16,510   2,775 
     Total Operating Expenses  69,844   261,760 
         
OPERATING LOSS  (69,844)  (261,760)
         
OTHER INCOME (EXPENSES)        
Loss on debt conversion  -   (309,406)
Derivative gain (loss)  2,465   (3,031)
Interest expense, net  (9,584)  (571,013)
Total Other Income (Expenses)  (7,119)  (883,450)
         
NET LOSS $(76,963) $(1,145,210)
 
NET LOSS PER SHARE - BASIC AND DILUTED
 
$
(0.00) 
$
(0.06)
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
  
27,741,308
   
19,681,608
 
         

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

45

LKA GOLD INCORPORATED
Unaudited Consolidated Statements of OperationsStockholders' Equity (Deficit)
For the Three Months Ended March 31, 2018 and 2019
(Unaudited)

  
For the Three months Ended
June 30,
  
For the Six Months Ended
June 30,
 
  2018  2017  2018  2017 
             
OPERATING EXPENSES            
Exploration and related costs  11,627   15,076   11,627   91,233 
General and administrative  58,851   45,804   78,911   79,310 
Officer salaries  37,500   37,500   276,425   75,000 
Professional and consulting  51,334   28,839   54,109   54,012 
     Total Operating Expenses  159,312   127,219   421,072   299,555 
                 
OPERATING LOSS  (159,312)  (127,219)  (421,072)  (299,555)
                 
OTHER INCOME (EXPENSES)                
Other income  -   -   -   12,205 
Loss on debt conversion  -   -   (309,406)  - 
Derivative gain (loss)  5,370   (74,034)  2,339   (314,688)
Interest expense, net  (21,647)  (50,539)  (592,660)  (64,150)
     Total Other Income (Expenses)  (16,277)  (124,573)  (899,727)  (366,633)
                 
NET LOSS $(175,589) $(251,792) $(1,320,799) $(666,188)
 
BASIC AND DILUTED NET LOSS PER SHARE
 
$
(0.01) 
$
(0.01) 
$
(0.06) 
$
(0.03)
 
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  
27,459,841
   
19,236,343
   
23,716,935
   
19,153,314
 
  Preferred Stock  Common Stock  Treasury Stock  Additional  Accumulated  Total Stockholders' 
  Shares  Amount  Shares  Amount  Shares  Amount  Paid-In Capital  Deficit  Equity (Deficit) 
Balance, December 31, 2017  -  $-   19,261,717  $19,262   43,624  $(86,692) $18,020,363  $(18,324,756) $(371,823)
 
Common stock issued for related party payable, accrued wages and accrued interest
  -   -   601,898   602   -   -   119,778   -   120,380 
 
Common stock issued for related party convertible debt and accrued interest
  -   -   3,224,990   3,225   -   -   951,179   -   954,404 
 
Common stock issued for officer bonus
  -   -   1,750,000   1,750   -   -   199,675   -   201,425 
Retirement of derivative  -   -   -   -   -   -   263,325   -   263,325 
 
Net loss for the three months ended March 31, 2018
  -   -   -   -   -   -   -   (1,145,210)  (1,145,210)
Balance, March 31, 2018  -  $-   24,838,605  $24,839   43,624  $(86,692) $19,554,320  $(19,469,966) $22,501 
                                     
                                     
Balance, December 31, 2018  -  $-  $27,741,308  $27,741   43,624  $(86,692) $19,959,183  $(19,914,489) $(14,257)
 
Net loss for the three months ended March 31, 2019
  -   -   -   -   -   -   -   (76,963)  (76,963)
Balance, March 31, 2019  -  $-   27,741,308  $27,741   43,624  $(86,692) $19,959,183  $(19,991,452) $(91,220)
                                     


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

56


LKA GOLD INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)

 
For the Six months Ended
June 30,
  
For the Three Months Ended
March 31,
 
 2018  2017  2019  2018 
CASH FLOWS FROM OPERATING ACTIVITIES            
Net loss $(1,320,799) $(666,188) $(76,963) $(1,145,210)
Items to reconcile net loss to net cash used in operating activities:        
Items to reconcile net loss to net cash used by operating activities:        
Depreciation and amortization  4,316   4,316   2,157   2,158 
Amortization of debt issuance costs  9,383   2,478   -   9,176 
Amortization of debt discount  556,840   37,528   5,635   538,720 
(Gain) Loss on derivative  (2,339)  314,688 
(Gain) loss on derivative  (2,465)  3,031 
Loss on debt conversion  309,406   -   -   309,406 
Common stock issued for compensation expenses  201,425   -   -   201,425 
Common stock issued for services  18,970   21,645 
Changes in operating assets and liabilities                
Increase in prepaid expenses and other assets  (5,000)  (5,208)  (10,167)  (7,500)
Increase in accounts payable and accrued expenses  2,259   93,237   4,963   25,868 
Increase in accounts payable – related party  3,241   3,044   4,056   7,769 
Increase in accrued wages  (12,890)  50,000   37,500   37,500 
Net Cash Used in Operating Activities  (235,188)  (144,460)  (35,284)  (17,657)
                
CASH FLOWS FROM INVESTING ACTIVITIES          -   - 
Cash paid for reclamation bond  (34,346)  - 
Net Cash Used in Operating Activities  (34,346)  - 
                
CASH FLOWS FROM FINANCING ACTIVITIES                
Cash overdraft  (981)  -   -   (343)
Proceeds from convertible debt  -   50,000 
Proceeds from convertible debt, related party  -   200,000 
Proceeds from notes payable, related party  18,000   1,100   -   18,000 
Payments on notes payable, related party  -   (6,600)
Common stock issued for cash  500,000   - 
Net Cash Provided by Financing Activities  517,019   244,500   -   17,657 
                
INCREASE IN CASH AND RESTRICTED CASH  247,485   100,040 
INCREASE (DECREASE) IN CASH  (35,284)  - 
                
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD  -   1,101 
CASH AT BEGINNING OF PERIOD  61,696   - 
                
CASH AND RESTRICTED CASH AT END OF PERIOD $247,485  $101,141 
CASH AT END OF PERIOD $26,412  $- 
                
CASH PAID FOR:                
Interest $6,225  $15,599  $300  $200 
Income taxes $-  $-  $-  $- 
                
NON-CASH INVESTING AND FINANCING ACTIVITIES:        
NON-CASH TRANSACTIONS        
Common stock issued for convertible debt and interest $-  $644,998 
Common stock issued for related party payable and accrued wages $120,379  $25,500  $-  $120,379 
Common stock issued for convertible debt and interest – related parties $644,998  $- 
Derivative liability reclassified to equity upon conversion $263,325  $- 
Discount on convertible notes payable $-  $400,000 
Convertible debt issued for accrued wages $-  $150,000 
Derivative liability retired to equity upon conversion $-  $263,325 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
67

LKA GOLD INCORPORATED
Notes to the Unaudited Consolidated Financial Statements
June 30, 2018March 31, 2019
 
NOTE 1 -ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements presented are those of LKA Gold, Incorporated, ("a Delaware corporation and its wholly owned subsidiary LKA International, Inc., a Nevada corporation ("LKA" or the "Company"). LKA was incorporated on March 15, 1988, under the laws of the State of Delaware. LKA is currently engaged in efforts to expand mine production and continues to seek additional investment opportunities.

The accompanying unaudited consolidated financial statements have been prepared by LKA pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with LKA's most recent audited financial statements. Operating results for the sixthree months ended June 30, 2018March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.2019.

During May 2014,Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
In February 2016, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)"ASC 842, Leases ("ASU 2014-09"ASC 842"). ASU 2014-09 supersedesASC 842 related to leases to increase transparency and comparability among organizations by requiring the revenue recognition requirementsof right of use assets and lease liabilities on the balance sheet. Most prominent among the changes in ASC Topic 605, "Revenue Recognition"the standard is the recognition of ROU assets and some cost guidance included in ASC Subtopic 605-35, "Revenue Recognition - Construction-Type and Production-Type Contracts." The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchangelease liabilities by lessees for those goods or services. ASU 2014-09 requiresleases classified as operating leases. Under the disclosurestandard, disclosures are required to meet the objective of sufficient information to enable readersenabling users of financial statements to understandassess the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09leases. The Company is also requires disclosurerequired to recognize and measure leases existing at, or entered into after, the beginning of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfillthe earliest comparative period presented using a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application.
ASC 606 requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time based on when control of goods and services transfer to a customer. LKA performed a review of its sales history and compared historical accounting policies and practices to the new standard, electing to utilize the modified retrospective transition methodapproach, with certain practical expedients available.
The Company elected to early adopt ASC 842 effective January 1, 2018 with noand have elected all available practical expedients. The standard did not have a material impact to LKA'son our financial statements due toas we have no sales in the past two years.

During November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230)" ("ASU 2016-18"). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period to total amounts shown on the statement of cash flows.

LKA had previously excluded restricted cash from the "Total Cash" and included the change in restricted cash balances in investing activities. As such, amounts presented in the six months ended June 30, 2017 statement of cash flows have been changed to include $30,000 in restricted cash in the newly titled "Total Cash and Restricted Cash Ending Balance" as of June 30, 2017. Additionally, $1,101 in restricted cash as of December 31, 2016 is now reflected in the "Cash and Restricted Cash at Beginning of Period" balance.

7

outstanding leases.
Net Income (Loss) per Common Share
 
Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net income (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
 
For the three and six months ended June 30,March 31, 2019 and 2018, and 2017, the Company realized a net loss,losses, resulting in outstanding warrants, and outstanding convertible debt having an antidilutive effect.

8

The following table summarizes the potential shares of common stock that were excluded from the computation of basic and diluted net loss per share for the three months ended March 31, 2019 and 2018 as such shares would have had an anti-dilutive effect:

  
For the
Three Months Ended
March 31,
 
  2019  2018 
Convertible debt  460,000   400,000 
Common stock warrants  20,834   20,834 
Total  480,834   420,834 

NOTE 2 -RELATED PARTY TRANSACTIONS

Office Space

LKA pays a company owned by an officer and shareholder $1,500 per month for office rent and expenses. The affiliated company (Abraham & Co., Inc. a FINRA member and registered investment advisor) also executes LKA's securities transactions and manages its investment portfolio. During the six months ended June 30, 2018, Abraham & Co., Inc. agreed to exchange $23,805 in outstanding accounts payable and $1,785 in accrued interest for 127,952 shares of LKA common stock at $0.20 per share. LKA owes Abraham & Co., Inc. $3,000$9,448 and $23,805$6,447 as of June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively.

Related Party Payables – Notes, Accounts and Wages Payable

At June 30, 2018March 31, 2019 and December 31, 2017,2018, LKA owes $342$1,278 and $100,$223, respectively, for purchases made on the personal credit card of LKA's President, Kye Abraham.  

DuringAt March 2018, LKA's President, Chairman of the Board and Director, Kye Abraham, elected to convert $75,378 in accrued wages and $5,653 in accrued interest into 405,157 shares of LKA common stock, or $0.20 per share. At June 30, 201831, 2019 and December 31, 2017, LKA owed Kye Abraham $24,989 and $113,257 in unpaid salary, respectively.

During the six months ended June 30, 2018, an affiliated entity lent LKA $18,000 on a short-term note, due upon demand. During March 2018, the affiliate entity elected to convert $12,798 in note principal and $960 in interest into 68,789 shares of common stock, or $0.20 per share.

Common Stock

During March 2018, LKA issued 1,750,000 shares of common stock to its President and Chairman, Kye Abraham, as a performance bonus valued at $201,425, or $0.12 per share.

During April 2018, LKA sold 2,702,703 shares of its common stock to members of the Koski family, the Company's largest shareholders ("Koski"), for $500,000 cash.

Convertible Debentures

During March 2018, members of the Koski family, LKA's President and Chairman, Kye Abraham, andowes an entity controlled by LKA's President and Chairman, Kye Abraham, elected to convert a total of $600,000 in convertible debt principal$12,702 and $44,998 in accrued$12,702, respectively, for short-term loans that do not accrue interest, into 3,224,990 shares of common stock at a price of $0.20 per share. As of June 30, 2018are unsecured and December 31, 2017, there was $0 and $600,000 in outstanding convertible debentures, respectively. As the conversion price was lower than the stated conversion rate in the convertible debt instruments, LKA recognized a loss on debt conversion of $309,406 during the six months ended June 30, 2018.due upon demand.

During the six months ended June 30, 2018 and 2017, LKA recognized $8,970 and $2,065 of interest expense from the amortization of debt issuance costs, respectively. During the six months ended June 30, 2018 and 2017, LKA recognized $528,939 and $31,754 of interest expense from the amortization of debt discounts, respectively.

8

NOTE 3 -CONVERTIBLE DEBENTURES

During October 2015, LKA issued a 7.5% Convertible Debentureconvertible debenture for $50,000 in cash.  The Convertible Debentureconvertible debenture accrues interest at 7.5% per annum, due in semi-annual payments, 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 andpayments. During December 2018, LKA is requiredentered into a one-year extension agreement through October 20, 2019 in exchange for a reduction of the conversion price to maintain a reservefixed $0.25 per share. The modification of proceeds equal to the first two semi-annual payments, which were paid in 2016.this note was not deemed substantial.

During April 2016, LKA issued two $50,000 Convertible Debentures for $100,000 in cash.  The Convertible Debentures accrue interest at 7.5% per annum due in semi-annual payments, are unsecured, due in threefive 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.payments.

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 semiannual basis and LKA is required to retain a reserve amountbasis. During April 2018, the holder of the proceedsconvertible note elected 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.convert a total of $20,000 in convertible debt principal, leave a principal balance of $30,000 at March 31, 2019 and December 31, 2018. 

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,reset provision in the conversion optionprice, the conversion options embedded in this instrument isthese instruments are classified as a liability in accordance with ASC 815 and LKAwere recognized as a debt discount on the date these notes were issued along with $12,500 of $152,587 duringdebt issuance costs.

During the sixthree months ended June 30, 2018. During the six months ended June 30,March 31, 2019 and 2018, and 2017, LKA recognized $27,901$5,635 and $5,774$9,988 of interest expense from the amortization of the debt discount, respectively.

LKA incurred $12,500 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. During the six months ended June 30, 2018 and 2017, LKA recognized $413 and $413 of interest expense from the amortization of debt issuance costs, respectively.
9


NOTE 4 -DERIVATIVE LIABILITY

LKA analyzed the conversion options embedded in the convertible notes payable and convertible notes payable related partydebentures for derivative accounting consideration under ASC 815,Derivative and Hedging, and determined that the instruments embedded in the above referenced Convertible Notesconvertible notes should be classified as liabilities and recorded at fair value due to reset provisions in the potentially variable conversion prices.  Upon the date of issuance of the convertible notes (see Notes 2 and 3), $350,000 was recorded as debt discount and $162,046 was recorded as day one loss on derivative liability
During the six months ended June 30, 2018, holders of $600,000 in convertible notes payables elected to convert their outstanding principal into common stock (see Note 2). Upon conversion of the debt principal, the related derivative liabilities were extinguished to additional paid-in capital.

During the sixthree months ended June 30, 2018,March 31, 2019, LKA recorded a gain of $2,339 on mark-to-market of$2,465 and during the conversion options. During the sixthree months ended June 30, 2017March 31, 2018, LKA recorded a loss of $104,876$3,031 on mark-to-market of the conversion options.

9

The following table summarizes the derivative liabilities included in the consolidated balance sheets at June 30, 2018 and DecemberMarch 31, 2017:2019:

Balance, December 31, 2017 $341,285 
Reclass to equity conversion  (263,325)
Gain on change in fair value  (2,339)
Balance, June 30, 2018 $75,621 
Balance, December 31, 2018 $54,653 
Gain on change in fair value  (2,465)
Balance, March 31, 2019 $52,188 

The Company valued its derivatives liabilities using the Black-Scholes option-pricing model.  Assumptions used during the sixthree months ended June 30, 2018March 31, 2019 include (1) risk-free interest rates of 1.93%2.48% - 2.63%2.88%, (2) lives of between 0.311.9 and 3.072.1 years, (3) expected volatility between 176%261% - 266%287%, (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 5 -                         NOTIFICATION OF POSSIBLE ENVIRONMENTAL REMEDIATION

In 2002 the Federal Bureau of Land Management (the "BLM") advised LKA of its desire to extend to the Ute-Ulay Property certain environmental clean-up ("remediation") activities that it is conducting on neighboring properties that LKA does not own.  The BLM commissioned and obtained three engineering evaluation and cost analysis ("EE/CA") studies/reports on the Ute-Ulay and the neighboring public lands in 2002-2006.  These EE/CA studies analyzed the current environmental state of the Ute-Ulay property and other properties in the area.  The studies identified a large volume of mine tailings and metals loading of shallow ground water, with elevated levels of arsenic, cadmium and lead being present.  The BLM's most recent study, "Value Engineering Study on the Ute Ulay Mine/Mill Site – Final Report" dated January 5, 2006, projected the costs of remediation and property stabilization on the Ute-Ulay property to be approximately $2.1 million.  Based upon discussions with Hinsdale County, Colorado officials, Colorado Department of Public Health & Environment Ute-Ulay project supervisor, the Federal Environmental Protection Agency's (the "EPA") regional manager, and legal counsel, the actual costs associated with this effort are expected to be approximately $1.2 million; substantially below previous BLM estimates.  Under the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the EPA may either require a property owner to perform the necessary cleanup or the agencies may perform the work and seek recovery of costs against the property owner and previous owners.  While it cannot be determined with absolute certainty until the project is completed, LKA's status as a "de minimis" participant and the fact that remediation activities are focused on property located largely outside of LKA's permitted operating area, LKA management expects this project will have a negligible impact on the LKA's financial condition.  Accordingly, pursuant to Generally Accepted Accounting Principles, and all discussions with the above named agencies to date, LKA management believes it is unlikely there will be a material impact to its financial statements and no liability for this project has been recorded as of June 30, 2018.March 31, 2019. Actual completion of remediation work at the site was completed in late 2014 by the EPA. The EPA has not yet issued its notice of final determination.

10

NOTE 6 -WASTEWATER DISCHARGE LIABILITY

During the fourth quarter of 2014, LKA received a Notice of Violation (NOV) from the Colorado Department of Health and Environment (CDPHE) for failure to meet certain requirements of the Company's wastewater discharge permit. During 2016, the Company undertook all corrective actions specified in the NOV, under CDPHE oversight, and believes it is in compliance with the terms of its permit. Additional workWork is going to be required to modify and upgrade the mine's water treatment process in 20172019 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. Engineering and lab testing is ongoing and further modifications (upgrades) to the Company's water treatment system is scheduled for late spring or early summer of 2019. Once completed, LKA expects improvements to its water treatment system will meet or exceed regulatory requirements. It is currently expected that discussions with the CDPHE will be concluded by the end of 2018 and that any financial penalty assessed and any further corrective actions will not likely cost less than $75,000 but not more than $150,000. If LKA is unsuccessful in achieving full compliance with permit requirements, it may be subject to additional penalties or revocation of its discharge permit. As a result, LKA has accrued a liability of $99,974 and $99,974 as of June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively, as there is no better estimate of the amount of loss within this range.

10

NOTE 7 -       COMMON STOCK

During March 2018, Abraham & Co., Inc., an affiliate entity, agreed to exchange $23,805 in outstanding accounts payable and $1,785 in accrued interest for 127,952 shares of LKA common stock at $0.20 per share.

During March 2018, LKA's President, Chairman of the Board and Director, Kye Abraham, elected to convert $75,378 in accrued wages and $5,653 in accrued interest into 405,157 shares of LKA common stock, or $0.20 per share.

During March 2018, an affiliated entity elected to convert $12,798 in note principal and $960 in interest into 68,789 shares of common stock, or $0.20 per share.

During March 2018, members of the Koski family, the Company's largest shareholders, LKA's President and Chairman, Kye Abraham, and an entity controlled by LKA's President and Chairman, Kye Abraham, elected to convert a total of $600,000 in convertible debt principal and $44,998 in accrued interest into 3,224,990 shares of common stock at a price of $0.20 per share.

During April 2018, LKA sold 2,702,703 shares of common stock for $500,000, or $0.185 per share to related parties. Funds are to be used to restart exploration activity at the Golden Wonder mine.

During April 2018, LKA issued 100,000 shares of common stock for consulting services valued at $18,970, or the fair market value of $0.19 per share.

During the six months ended June 30, 2018, LKA recognized $309,406 in loss on debt conversion based on the fair market value of the common stock issued compared to debt and interest converted.

NOTE 8 -                        GOING CONCERN

LKA's consolidated financial statements are prepared using Generally Accepted Accounting Principlesgenerally 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 $500,000 capital funding raise in April 2018 and will need raise additional funds to support operations during 2018.2019. 

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.

11

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

Forward‑looking Statements

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

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

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

Results of Operations

For The Three Months Ended June 30, 2018March 31, 2019 Compared to Thethe Three Months Ended June 30, 2017March 31, 2018

LKA had no revenues during the three months ended June 30, 2018March 31, 2019 and 2017.2018.

Exploration expenses decreased $3,449, or approximately 23%, to $11,627were minimal in the three months ended June 30, 2018 compared to $15,076March 31, 2019 and none during the three months ended June 30, 2017. March 31, 2018 as eExploration expenses are minimal due to the temporary cessation of exploration activityxploration was temporarily ceased in late 2017.

Professional fees increased by $22,495, or 78%, to $51,334$13,735 during the three months ended June 30, 2018,March 31, 2019 to $16,510 compared to $28,839 during the three months ended June 30, 2017. The increase is mainly due to the recognition of $28,500 in consulting expenses in the current year related to efforts to resume exploration activities that were not incurred in the comparable prior year period.March 31, 2018.

General and administrative expenses increaseddecreased by $13,047, or approximately 28%$4,262 in the three months ended June 30, 2018,March 31, 2019 to $15,798 compared to the three months ended June 30, 2017, mainly due to a $15,219 increase in promotional expenses.March 31, 2018.

Officer salaries and bonuses were $37,500decreased $201,425, or 84% during the three months ended June 30, 2018 and 2017.

We incurred an operating loss of $159,312March 31, 2019, compared to $238,925 during the three months ended June 30, 2018, as compared to an operating loss of $127,219 in the three months ended June 30, 2017.March 31, 2018. The $32,093, or approximately 25% increase, is mainly due to the increase in professional fees and general and administrative expenses as discussed above.

We incurred total other expenses of $16,277 during the three months ended June 30, 2018, as compared to $124,573 in the three months ended June 30, 2017. The $108,296, or approximately 87% decrease is mainly due to a $79,404 decrease in loss on derivatives during the three months ended June 30, 2018 compared to the three months ended June 30, 2017. Additionally, there was a $28,892, or approximately 57% decrease in interest expense during the three months ended June 30, 2018 compared to the comparable period in 2017 due to the reduction of related party convertible debt and debt discount amortization.

Net loss totaled $175,589, or $0.01 per share, in the three months ended June 30, 2018, compared to a net loss of $251,792, or $0.01 per share in the three months ended June 30, 2017. The $76,203, or approximately 30% decrease, is mainly due to the $108,296 decrease in other expenses, partially offset by a $32,093 increase in operating expenses, as discussed above.

12


For The Six Months Ended June 30, 2018 Compared to The Six Months Ended June 30, 2017

LKA had no revenues during the three months ended June 30, 2018 and 2017.

Exploration expenses decreased $79,606, or approximately 87%, to $11,627 in the six months ended June 30, 2018 compared to $91,233 during the six months ended June 30, 2017. Exploration expenses are minimal due to the temporary cessation of exploration activity in late 2017 and early 2018.

Professional fees remained flat at $54,109 during the six months ended June 30, 2018, compared to $54,012 during the six months ended June 30, 2017.

General and administrative expenses remained flat at $78,911 in the six months ended June 30, 2018, compared to $79,310 during the six months ended June 30, 2017.

Officer salaries and bonuses increased $201,425, or 269% during the six months ended June 30, 2018, compared to $75,000 during the six months ended June 30, 2017. The increase is due to the valuation of 1,750,000 shares of common stock issued to our President and Chairman as a bonus during the six months ended June 30, 2018.

We incurred an operating loss of $421,072 during the six months ended June 30, 2018, as compared to an operating loss of $299,555 in the six months ended June 30, 2017. The $121,517, or approximately 41% increase, is mainly due to the valuation of 1,750,000 shares of common stock issued to our President and Chairman as a bonus valued at $201,425 during the sixthree months ended June 30,March 31, 2018, we had no such charges during the current period.

We incurred an operating loss of $69,844 during the three months ended March 31, 2019, as discussed above.compared to an operating loss of $261,760 in the three months ended March 31, 2018. The $191,916, or approximately 73% decrease, is mainly due to the decrease in officer salaries and bonuses during the three months ended March 31, 2019, partially offset by increases in professional fees as compared to the prior period.

We incurred total other expensesexpense of $899,727$7,119 during the sixthree months ended June 30, 2018,March 31, 2019, as compared to $366,633$883,450 in other expenses in the sixthree months ended June 30, 2017.March 31, 2018. The $533,094,$876,331, or approximately 145%99% increase, is mainly due to a $528,510 increase in$561,429 decrease in interest expense duringin the sixthree months ended June 30, 2018March 31, 2019 as compared to 2018, as well as the comparable period in 2017 due to the early conversion of related party convertible debt and recognition of the remaining related debt discount to interest expenses. Additionally, there was a $309,406 one-time loss on debt conversion of $309,406 during the sixthree months ended June 30, 2018,March 31, 2018. The decreases were partially offset by a $5,496 decrease in the loss on derivativederivative.  The decrease in interest expense is mainly due the recognition of $314,688$547,896 in debt issuance and discount amortization during the sixthree months ended June 30, 2017 comparedMarch 31, 2018 related to a gainthe conversion of $2,339 during the six months ended June 30, 2018.several convertible notes prior to expiration.

Net loss totaled $1,320,799,$76,963, or $0.00 per share, in the three months ended March 31, 2019, compared to a net loss of $1,145,210, or $0.06 per share in the sixthree months ended June 30, 2018, compared to a net loss of $666,188, or $0.03 per share in the six months ended June 30, 2017. The $654,611, or approximately 98% increase, is mainly due to the $533,094 increase in other expenses as discussed above.March 31, 2018.

12

Liquidity

Current assets at June 30,March 31, 2018 totaled $253,318 and is mostly comprised of $247,485 of$26,412 in cash and restricted cash as well as $5,833$11,000 in prepaid expenses, as compared to $61,696 in cash and $833 in prepaid expenses at December 31, 2017.2018.

During the sixthree months ended June 30, 2018,March 31, 2019, our operating activities used net cash of $235,188,$35,284 compared to $144,460$17,657 in the comparable 20172018 period.  Cash flows from investing activities during the six months ended June 30, 2018 were from the payment of $34,346 for reclamation bonds, there were noNo cash flows fromwas provided by investing activities in the comparable 2017 period. Financingeither period, while financing activities provided no cash of $517,019in the three months ended March 31, 2019 and $244,500$17,657 during the sixthree months ended June 30,March 31, 2018 and 2017, respectively. The increase in cash provided from financing activities is mainly due to the issuance of 2,702,703 shares of common stock for $500,000 cash during the six months ended June 30, 2018, compared to proceeds of $250,000 from the issuance of related and third party debt in the comparable 2017 period.debt.

At June 30, 2018,March 31, 2019, the Company had a working capital deficit of $95,429,$480,608, as compared to $775,661$411,437 at December 31, 2017.2018.

Focus Shift

During the third quarter of 2015, LKA shifted its focus from exploratory mining to prepare for another surface and/or underground drilling program. The new program will be designed 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 suspended exploratory mining operations. Accordingly, cash flow from gold sales is not expected until exploratory mining is resumed.  On or about September 20, 2017, Kinross gave LKA notice of termination of the Agreement.

13

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

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

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2018,March 31, 2019, our disclosure controls and procedures were not effective as the Company lacks appropriate segregation of duties and has an insufficient number of employees responsible for the accounting and financial reporting functions.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in internal control over financial reporting

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

1413

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

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

During March 2018, Abraham & Co., Inc., an affiliate entity, agreed to exchange $23,805 in outstanding accounts payable and $1,785 in accrued interest for 127,952 shares of LKA common stock at $0.20 per share.None; not applicable

During March 2018, LKA's President, Chairman of the Board and Director, Kye Abraham, elected to convert $75,378 in accrued wages and $5,653 in accrued interest into 405,157 shares of LKA common stock, or $0.20 per share.

During March 2018, an affiliated entity elected to convert $12,798 in note principal and $960 in interest into 68,789 shares of common stock, or $0.20 per share.

During March 2018, members of the Koski family, the Company's largest shareholders, LKA's President and Chairman, Kye Abraham, and an entity controlled by LKA's President and Chairman, Kye Abraham, elected to convert a total of $600,000 in convertible debt principal and $44,998 in accrued interest into 3,224,990 shares of common stock at a price of $0.20 per share.

During April 2018, LKA sold 2,702,703 shares of common stock for $500,000, or $0.185 per share to related parties. Funds are to be used to restart exploration activity at the Golden Wonder mine.

During April 2018, LKA issued 100,000 shares of common stock for consulting services valued at $18,970, or the fair market value of $0.19 per share.

Item 3. Defaults Upon Senior Securities.

None; not applicable

Item 4. Mine Safety Disclosures.

None, not applicable.The Company is the owner of the Golden Wonder Mine (the "Mine") located near Lake City, Colorado. The Mine is subject to the jurisdiction and regulation of the Mine Safety and Health Administration, ("MSHA") a division of the U.S. Department of Labor. As of the date of this report, the Mine is in compliance with all mine safety requirements of MSHA.

Item 5. Other Information.

During the sixthree months ended June 30, 2018,March 31, 2019, there were no material changes to the procedures by which security holders may recommend nominees to the Registrant's Board of Directors.

15

Item 6. Exhibits.

Exhibit No.                         Identification of Exhibit

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

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed "furnished" and not "filed" or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.  These exhibits will be added in a future amended filing.
14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
 
LKA GOLD INCORPORATED

Date:AugustMay 20, 20182019 By:/s/Kye Abraham
    Kye Abraham, President, Chairman of the Board and Director
     
Date:AugustMay 20, 20182019 By:/s/Nanette Abraham
    Nanette Abraham, Secretary, Treasurer and Director
1615
 
17