SLTN 10-K Annual Report Sept. 30, 2013 | Alphaminr
SILVERTON ENERGY, INC.
ALPHAMINR

SLTN 10-K Fiscal year ended Sept. 30, 2013

Balance Sheet
Cash Flow
Income Statement
10-K 1 form10-k.htm form10-k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:
September 30, 2013
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
___________
to
____________
Commission file number:
333-171694
META GOLD, INC.
(Exact name of registrant as specified in its charter)
Nevada
98-0680168
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2360 Corporate Circle – suite 400, Henderson, NV, 89074-7722
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code:
702-522-1521
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes |_| No |X
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 |_|
Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 |_|  (Not required by smaller reporting companies)
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer  [  ]
Accelerated filer [   ]
Non-accelerated filer [   ]  (Do not check if a smaller reporting company)
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes |X| No |_|
The number of shares outstanding of the Registrant's Common Stock as December 05, 2012 was 11,270,000 shares of common stock, $0.001 par value, issued and outstanding.
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of March 31, 2013 was $2,096,995.



PART I


ITEM 1:

OVERVIEW

Meta Gold, Inc. (f/k/a Tireless Steps, Inc.) was incorporated in the State of Nevada on September 21, 2010, with fiscal year of September 30. We are currently have no operations and are a “shell company” as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended.  We were founded with the intent of producing environmentally aware footwear, but we abandoned this business in 2013.

We are currently assessing our options as how, and if, to proceed as a business.  We believe that our most likely scenario for survival is to merge with and into or to acquire an existing business.  To that end, we are seeking merger candidates and intend to take steps to make us a more attractive merger candidate.

If we are unable to begin a new business or enter into a merger with or acquire an existing business, we will need to raise additional funds to continue as a business.  If we cannot secure additional funds we will have to cease our business and our investors will lose their entire investment.

ITEM 1A:
RISK FACTORS
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 1B:
UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2:
PROPERTIES

We do not own any real estate or other properties. The Company’s office is located at 2360 Corporate Circle – suite 400, Henderson, Nevada 89074-7722

ITEM 3:
LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

ITEM 4:
MINE SAFETY DISCLOSURES

This Item is not applicable to us.


1

PART II

ITEM 5:
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

As of September 30, 2013, the Company had thirty (30) active shareholders of record.  The company has not paid cash dividends and has no outstanding options.  Although, the Company’s common stock is quoted on FINRA’s Over-the-Counter Bulletin Board (the “OTCBB”), only one trade has been reported on the OTCBB, and that trade was for $0.05 in October of 2013.  There is no virtually no market for our common stock, and you might never be able to sell any shares of our common stock that you purchase or own.

ITEM 6:
SELECTED FINANCIAL DATA

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 7:
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

This report contains forward looking statements relating to our Company's future economic  performance,  plans and objectives of management for future operations, projections of revenue  mix  and  other financial items that are  based on the beliefs of, as well as assumptions made  by  and  information currently  known  to,  our  management.  The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements.  The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

Our auditor’s report on our September 30, 2013 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease our business.

As of September 30, 2012, we had $844 cash on hand and in the bank. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.  Additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

2


If we are unsuccessful in raising the additional proceeds through a private placement offering, we will then have to seek additional funds through debt financing, which would be highly difficult for a shell company to secure. Therefore, we depend upon the success of the any private placement offering and failure thereof would result in our having to seek capital from other sources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a shell company, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease as a business. As a result, investors in TS common stock would lose all of their investment.

We did not generate any revenue during the fiscal years ended September 30, 2013 and 2012.   We incurred operating expenses in the amount of $23,539 in the fiscal year ended September 30, 2013. These operating expenses were comprised of professional fees and office and general expenses.   Since inception we have incurred operating expenses of $60,864.

We have no current agreements to merge with any other entity.

As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to of maintaining our reporting status is estimated to be $20,000.

RESULTS OF OPERATIONS

Our expenses increased to $23,539 for the twelve months ended September 30, 2013 from $16,562 in the twelve months ended September 30, 2012.  This increase was the result of an increase in office and general expenses to $6,289 from $3,712 between the two periods as well an increase in professional fees to $17,250 from $12,850 between the two periods.  As we had no revenues or additional losses in either period, our net losses were the same as our total expenses.

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to of maintaining our reporting status is estimated to be $20,000 over this same period. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company.  As such, any investment previously made would be lost in its entirety.

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 7A:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 8:
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
3
Meta Gold Inc.
(fka Tireless Steps, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2013
Audited
BALANCE SHEETS
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS


F-1
PLS CPA, A PROFESSIONAL CORPORATION
t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111 t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979
t E-MAIL changgpark@gmail.com t



Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders
Meta Gold Inc.
(formerly Tireless Steps, Inc.)
(A Development Stage Company)


We have audited the accompanying balance sheets of Meta Gold Inc. (formerly Tireless Steps, Inc.) (A Development Stage “Company”) as of September 30, 2013 and 2012, and the related statements of operation, changes in shareholders’ equity and cash flow for the years ended September 30, 2013 and 2012, and for the period from September 21, 2010 (inception) to September 30, 2013. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Meta Gold Inc. as of September 30, 2013 and 2012, and the result of its operation and its cash flow for the years ended September 30, 2013 and 2012, and for the period from September 21, 2010 (inception) to September 30, 2013 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/PLS CPA
PLS CPA, A Professional Corp.

January 14, 2014
San Diego, CA. 92111
F-2


Meta Gold Inc.
(fka Tireless Steps, Inc.)
(A Development Stage Company)
BALANCE SHEETS
September 30, 2013
September 30, 2012
ASSETS
CURRENT ASSETS
Cash
$ 844 $ 5,114
Prepaid Expenses
- 1,874
TOTAL ASSETS
$ 844 $ 6,988
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$ 26,864 $ 22,028
Loans from related party
18,454 5,885
TOTAL CURRENT LIABILITIES
$ 45,318 $ 27,913
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Authorized
250,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
104,849,750 shares as of September 30, 2013 and 1,746,850,000 at September 30, 2012
$ 104,850 $ 1,746,850
Additional Paid in Capital
(88,460 ) (1,730,450 )
Deficit accumulated during the development stage
(60,864 ) (37,325 )
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)
$ (44,474 ) $ (20,925 )
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
$ 844 $ 6,988
The accompanying notes are an integral part of these financial statements


F-3


Meta Gold Inc.
(fka Tireless Steps, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Audited
Cumulative results
Twelve months
Twelve months
from inception
ended
ended
(September 21, 2010) to
September 30, 2013
September 30, 2012
September 30, 2013
REVENUE
Revenues
$ - $ - $ -
Total Revenues
$ - $ - $ -
EXPENSES
Office and general
$ 6,289 $ 3,712 $ 12,514
Professional Fees
17,250 12,850 48,350
Total Expenses
$ 23,539 $ 16,562 $ 60,864
NET LOSS
$ (23,539 ) $ (16,562 ) $ (60,864 )
BASIC AND DILUTED LOSS PER COMMON SHARE
$ - $ - -
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
892,110,144 1,726,085,929 -
The accompanying notes are an integral part of these financial statements

F-4

Meta Gold Inc.
(fka Tireless Steps, Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (September 21, 2010) to September 30, 2013
Audited
Deficit
Common Stock
accumulated
Additional
Share
during the
Number of
Paid-in
Subscriptions
development
shares
Amount
Capital
Receivable
stage
Total
Balance at inception - September 21, 2010
- - - - - -
Net loss for the period from inception to
September 30,2010
(6,768 ) (6,768 )
Balance, September 30, 2010
- $ - $ - $ - $ (6,768 ) $ (6,768 )
Common Shares issued at $0.000006
on October 1, 2010
1,705,000,000 1,705,000 (1,694,000 ) 11,000
Net loss for the year ended
September 30, 2011
(13,995 ) (13,995 )
Balance, September 30, 2011
1,705,000,000 $ 1,705,000 $ (1,694,000 ) $ - $ (20,763 ) $ (9,763 )
Common Shares issued at $0.000129 in
March, 2012
25,962,500 26,040 (22,690 ) 3,350
Common Shares issued at $0.0001292 in
April, 2012
15,887,500 15,810 (13,760 ) 2,050
Net loss for the year ended
September 30, 2012
(16,562 ) (16,562 )
Balance, September 30, 2012
1,746,850,000 $ 1,746,850 $ (1,730,450 ) $ - $ (37,325 ) $ (20,925 )
Redemption of common shares
(1,642,000,250 ) (1,642,000 ) 1,641,990 10 -
Net loss for the year ended
September 30, 2013
(23,539 ) (23,539 )
Balance, September 30, 2013
104,849,750 $ 104,850 $ (88,460 ) $ 10 $ (60,864 ) $ (44,474 )
All shares numbers reflect forward split of 155:1
The accompanying notes are an integral part of these financial statements

F-5
Meta Gold Inc.
(fka Tireless Steps, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Audited
Year
Year
September 21, 2010
ended
ended
(inception date) to
September 30, 2013
September 30, 2012
September 30, 2013
OPERATING ACTIVITIES
Net loss
$ (23,539 ) $ (16,562 ) $ (60,864 )
Adjustment to reconcile net loss to net cash
used in operating activities
Increase (decrease) in Prepaid expenses
1,874 (1,874 ) -
Increase (decrease) in accrued expenses
4,836 10,424 26,864
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
$ (16,829 ) $ (8,012 ) $ (34,000 )
FINANCING ACTIVITIES
Proceeds from sale of common stock
- 5,400 16,400
Loan from related party
12,559 5,000 18,444
NET CASH PROVIDED BY FINANCING ACTIVITIES
$ 12,559 $ 10,400 $ 34,844
NET INCREASE (DECREASE) IN CASH
$ (4,270 ) $ 2,388 $ 844
CASH, BEGINNING OF PERIOD
5,114 2,726 -
CASH, END OF PERIOD
$ 844 $ 5,114 $ 844
Supplemental cash flow information and noncash financing activities:
Cash paid for:
Interest
$ - $ - $ -
Income taxes
$ - $ - $ -
The accompanying notes are an integral part of these financial statements



F-6
Meta Gold Inc.
(fka Tireless Steps, Inc.)
(A Development Stage Company)
NOTES TO THE AUDITED FINANCIAL STATEMENTS

September 30, 2013

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

The Company was incorporated in the State of Nevada as a for-profit Company on September 21, 2010 and established a fiscal year end of September 30. We are a shell company with no current business plan.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Advertising
Advertising costs are expensed as incurred.  As of September 30, 2013, no advertising costs have been incurred.

Property
The Company does not own or rent any property.

Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Recent Accounting Pronouncements
In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

F-7
In  February  2010,  the FASB issued  Accounting  Standards  Update  ("ASU") No.2010-09,  "Amendments to Certain Recognition and Disclosure  Requirements" ("ASU2010-09"),  which is included in the FASB Accounting Standards Codification (the "ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued.  ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company's financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and 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.

NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a negative working capital of $44,474, and net loss from operations since inception of $60,864. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing Founder’s shares.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

NOTE 5 – CAPITAL STOCK

On October 1, 2010 the Company issued 1,705,000,000 Founder’s shares at $0.000006 per share for net funds to the Company of $11,000.

During March and April, 2012, the Company issued 41,850,000 common shares for $0.000129 per share, for cash of $5,400
In March 2013 the Company increased its Authorized common shares to 250,000,000 shares at $0.001 per share.

In March 2013, the Company declared a 155:1 forward split and on the same day redeemed 1,642,000,250 common shares for $10.

As at September 30, 2013 the Company has issued 104,849,750 common shares.

NOTE 6 – LOAN PAYABLE RELATED PART LOANS

The Company has received $18,454 and $5,885 as a loan from a related party as of September 30, 2013 and 2012 respectively. The loan is payable on demand and without interest.


F-8
NOTE 7 – INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of September 30, 2013 and 2012 are as follows:
September 30, 2013
September 30, 2012
Net operating loss carry forward
60,864 37,325
Effective tax rate
35 % 35 %
Deferred tax assets
21,302 13,064
Less: Valuation allowance
(21,302 ) (13,064 )
Net deferred tax asset
$ 0 $ 0
The net federal operating loss carry forward will expire between 2030 and 2033.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

NOTE 8 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no events to disclose.

F-9

ITEM 9:
CHANGES AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our auditors are PLS CPA, operating from their offices in San Diego, California.  There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.

ITEM 9A:
CONTROLS AND PROCEDURES

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrant’s disclosure controls and procedures are ineffective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company’s  principal executive and principal financial officer has concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures which is identified below.  It should be noted that the design of any system of controls 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, regardless of how remote.”

The material weaknesses in our disclosure control procedures are as follows:

1 . Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

4


2 . Audit Committee and Financial Expert . The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).  Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.

As of September 30, 2013, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments.  Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting are not effective as of September 30, 2013.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control Integrated Framework.  Based on that evaluation, they concluded that, as of September 30, 2013, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of September 30, 2013 and communicated to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2013 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

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This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.
ITEM 9B:
OTHER INFORMATION

None

PART III

ITEM 10:
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our directors serve until their respective successors are elected and qualified. Thomas Roger Sawyer has been elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office.

The names, addresses, ages and positions of our present sole officer and our directors are set forth below:
Name
Position(s)
Thomas Roger Sawyer
President, Secretary, Treasurer, Chief Financial Officer and Chairman of the Board of Directors.
Mr. Sawyer has held his position since November 11, 2013. Directors receive no compensation for serving on the Board of Directors
BIOGRAPHICAL INFORMATION

Thomas Roger Sawyer completed his doctorate in biological sciences at the University of Glasgow in 2000 and quickly moved into the corporate world, starting the information technology companies Weather2 Limited and Advance Weather Applications for which he served in the role of Chief Technology Officer. While helping to build and grow these companies, he also began consulting for clients in the logistics industry, providing strategy, technical architecture and business process consultancy for companies including Global Freight Solutions and Nightline. Dr. Sawyer completed an Executive MBA at the University of Cambridge, graduating in 2012, specializing in corporate finance and management science and completed his thesis on the use of data for predictive analytical tools in industry. It was from Cambridge that he was recruited to work for private equity investors providing advice on project due diligence, appraisal, corporate structuring and economic valuation of minerals assets in southern and eastern Africa. After completing the due diligence work on assets and carrying out the initial corporate structuring he was appointed CEO of East African Gold, a gold exploration company headquartered in Mauritius and with extensive exploration licenses in the east African country of Uganda, in late 2011. This company successfully raised capital in excess of USD $4 million and has carried out extensive exploration activities in a large area in a remote region of the country, with up to 100 employees and wide-reaching operations capabilities. Dr. Sawyer has experience of starting and structuring companies, raising capital, IPOs, mergers, setting up joint ventures and corporate strategy. His background in research science allows him to incorporate the technical aspects of the development of minerals projects with his experience in management and corporate finance, allowing this to be build into the overall business strategy and direction. He has been a speaker at international minerals conferences in east Africa. Dr. Sawyer has board experience in a number of industries; for Weather2 and Advanced Weather Applications in the area of information technology and business intelligence; Capro Ltd, an investment advisory and consultancy company specializing in direct investment in African businesses, and, in the minerals industry as Director of each of the East African Gold group companies, East African Mining, (Uganda) East African Gold Ltd (Mauritius) and East African Gold plc (Jersey).

Mr. Sawyer is not director of any other reporting company.


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SIGNIFICANT EMPLOYEES

The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.

FAMILY RELATIONS

There are no family relationships among our Directors and Officers.

INVOLVEMENT IN LEGAL PROCEEDINGS

No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

No executive Officer or Director of the Company is the subject of any pending legal proceedings.

No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.

ITEM 11:
EXECUTIVE COMPENSATION.

Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.

There are no current employment agreements between the Company and its executive officer and director. Our executive officer and directors has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances.  At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.




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ITEM 12:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Title of Class
Name and Address of Beneficial Owner [1]
Amount and Nature of Beneficial Owner
Percent of Class
Common Stock
Thomas Roger Sawyer
c/o Meta Gold Inc.
2360 Corporate Circle – suite 400, Henderson, NV, 89074-7722
62,999,750
60%
All Beneficial Owners as a Group (1 person)
62,999,750
60%

ITEM 13:
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future.  The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.

ITEM 14:
PRINCIPAL ACCOUNTANT FEES AND SERVICES.

For the fiscal year ended September 30, 2013 we incurred approximately $8,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of financial statements.

During the fiscal year ended September 30, 2013, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.


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PART IV

ITEM 15:
EXHIBITS

31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1
Section 1350 Certification of Chief Executive Officer
32.2
Section 1350 Certification of Chief Financial Officer **
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*     Included in Exhibit 31.1
**   Included in Exhibit 32.1
Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Meta Gold, Inc.

By: / s/Thomas Roger Sawyer
Thomas Roger Sawyer
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer

Dated: January 14, 2014


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