15 c 2-11
May 31, 2008
The following information is the basic due diligence information required to be in the possession of broker-dealers under the provisions of Sub-Paragraph (a)(5) of Rule 15c2-11 promulgated by the United States Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, and the items and captions follow the format set forth in said rules.
4137 S. Lone Tree Lane, Taylorsville, Utah 84119
Phone: 801-608-1125
Fax: 801-955-3496
1. The Exact Name of the Issuer and its Predecessors.
Issuer:
National Gold, Inc. - (the "Company")
Predecessors and Previous Business Operations:
On the 20th day of January, 1969, Modular Concepts, Inc. was formed in the State of Delaware. The Company was involved in the manufacture and marketing of modular homes.
During 1969 the Company registered under Rule S-1 of the Securities and Exchange Commission Act to sell 250,000 shares of its common capital stock to the general public. The sale was satisfactorily completed and the company raised $3,125,000.00, less the underwriting costs, based on a sale price of $12.50 per share.
In 1970 the name of the corporation was changed to Modular Dimensions, Inc.
In 1971 the Company was moved to Los Angeles, California where the Company was still involved in the manufacture and sale of modular homes.
On June 29, 1972 a meeting of the shareholders was held in Westminster, California at which time the name of the Company was changed to MDI Industries, Inc. and the capital stock was increased from 1,250,000 shares to 5,000,000 shares with no change in the 10 cent par value. Because this took place just prior to closing the doors and suspending business operations, the paperwork was not filed with the State of Delaware at that time.
During November 1972 the Company purchased the Alpine Chalet Restaurant at the Brighton Ski Resort in Utah for the issuance of shares. The newly issued shares turned control of the corporation to the present officers and directors.
Because of the potential problems in the Company at the time of the change of management, a program was undertaken to clear all bills, debts, obligations, law suits and other real or potential liabilities from the records of the Company. To the best knowledge of the officers, directors, and legal counsel to the Company, this action was finally completed in the fall of 1980.
On August 7, 1981 the company was reinstated in Delaware and the name changed to MDI Industries, Inc. and the authorized capital increased to 5,000,000 shares as was voted in 1972.
On August 24, 1981 the name of the corporation was changed to National Gold, Inc. and the capital stock increased to 50,000,000 shares at 10 cent par value. The Company then embarked on a mining operation on the Klamath River near Yreka, California. The company had a 14 inch suction dredge that could move about 1,000 cubic yards of material each hour.
In the spring of 1982, one of the officers of the Company stole over $100,000 of the operating capital and forced the closure of the mine. With the mine closed we were in violation of our Purchase and Operating Agreement. The Company was not able to locate other funding prior to the deadline for curing the breach of our contract and so the mine was returned to the owner.
On August 16, 1981 - 6,800,000 investment lettered shares were issued to purchase the Pyramid Peak Mining Property located near Jackpot, Nevada. This was a tungsten mining property with its own mill. The Company entered into a joint venture agreement with Transcorp Technologies, Inc., a California mining company to develop the mine. Transcorp agreed to provide the funds for an extensive drilling program and to fund the start-up of the operation. Mr. Barrus, the CEO of National Gold, was to oversee the operation of the Transcorp mill and mining operations at Vanderbilt, California. This is the same mill and mining operations National Gold purchased in February of 2007. The Pyramid Peak Mine was sold to Transcorp.
On August 31, 1981 the Company agreed to issue 4,600,000 shares of the Company's investment lettered stock to to purchase the Rich Hill Placer Mine located near Wickenburg, Arizona. The company used the funds from the sale of the Pyramid Peak Mine to open the Rich Hill Mine.
When the Company officers evaluated the mine they found small nuggets of gold in every pan. This proved to also be the case after the operation started. The sluice box was filled with small gold nuggets. The problem was that there was no fine gold, and there were not enough nuggets to make the mine profitable. The Company sold what gold it had accumulated and recouped most of what it started with.
On June 16, 1983 the Company issued 4,360,000 shares of investment lettered stock for the French Corral Placer Mine in French Corral, California. The National Gold Mining Operation at French Corral, California was capable of processing 300 cubic yards of material each hour. National Gold sold its interest in the mine in January of 1984.
It was at this time that the U. S. Forest Service lease covering the Alpine Chalet Restaurant in Brighton, Utah, expired. The Company had operated the restaurant continuously and was current in all respects in its lease. In spite of the strenuous objections of the Company, the lease was not renewed.
At this same time, North American Minerals, a subsidiary operation of National Gold was operating an underground Uranium Mining operation near Green River, Utah. This property was sold. The timing was very good, as the bottom fell out of the price of Uranium within 3 months after the sale.
The Company, through the issuance of 5,000,000 shares of its Common Capital Stock, acquired the Mary Ann Placer Mine near Ely, Nevada. The transaction closed on the 2nd of December, 1983.
At this point, Mr. Barrus decided to go back into the real estate and construction business. Mr. Christensen wanted to continue in the mining business. In splitting up the partnership that had begun in 1962 with the establishment of Executive Investors Corporation (EXICO) and the reverse acquisition merger with Otis Oil & Gas Corporation, a publicly held Colorado corporation, Mr. Barrus retained the Company and Mr. Christensen leased the Mary Ann Placer Mine from the Company. The lease called for the Company to receive a royalty of 10% of the net income from the mining operation on the Mary Ann Placer Mine. Mr. Christensen was never able to obtain the financing to start the mining operation.
On the 4th day of June, 1984 the Company acquired Pinewood Homes, Inc., a Utah corporation involved in the manufacture and construction of log homes. Pinewood homes also had a furniture manufacturing plant that made water beds and the associated dressers and night stands. The Company still owns the proprietary log connecting design, the manufacturing equipment, the engineering, and all of the home plans and furniture designs.
On the 10th of August, 1984 the Company acquired 126 Sections, a total of 80,640 acres, of gold placer property in San Bernardino County, California. The Company issued 15,726,292 shares of stock to acquire this property. The Company immediately sold the property to the Gakatiyi Indian Nation for a Promissory Note in the amount of $288,125,000. The Promissory Note is to be paid by the establishment of a line of credit, in the face amount of the note, in the United Indian Credit Union, which is an entity formed under the laws of the Gakatiyi Indian Nation. The sale was by Wildewoode International, Inc., a wholly owned subsidiary of National Gold of Delaware and was completed on the 27th day of December, 1984. To date, no payments have been made on the Promissory Note, but, as recently as June of 2007 a verbal promise to pay was made by an authorized officer of the Gakatiyi Indian Nation. Even though there has been nothing paid to date on the Promissory Note, the Company Officers and Directors are still in contact with the Officers of the Gakatiyi Indian Nation and fully expect, once the Indian Nation gets their internal arrangements completed that the payment will be forthcoming.In early 1985, the Company once again entered into the modular home business. The Company bought a 1/3 interest in Calwestern Homes, a manufacturing facility that built Component Wall Sections and delivered them to the builder for on-site assembly of the home. This business was located in the City of Colton, California. The Director of Planning and Building for the City of Colton, California gave the Company a letter to verify that the quality of the Calwestern construction process was superior to normal stick built homes. In June of 1986, The Company sold its interest to the other partners. Once the interest was sold the Company had no further contacts or business with Calwestern. Calwestern went out of business some years later.
At this time all activities of the Company ceased as the management found other avenues of employment.
Since 1996 various assets and operations have been assembled with the idea of doing a reverse acquisition merger to bring the company back to trading status for the benefit of its shareholders.
Initially assets were acquired by New Century Homes, Inc., a Utah corporation. There were problems with the name because the State of Utah allowed another company to file with the name Nu Century Homes. We decided to change the name because we were getting irate calls from the other company's customers.
In July of 2000, the decision was made to activate National Gold, Inc., of Delaware. The process was not started immediately because we felt we needed a stock broker to help get the company trading again. A search was started for brokerage support.
On December 8, 2000, National Gold, Inc. was formed in the State of Utah for the purpose of moving the domicile of the company to Utah. Our ability to acquire assets for the public company almost stopped because no one wanted to deal with a gold mining company. That situation has now changed because of the increased spot price of gold, and the fact that most of the investment brokers are pushing the purchase of gold and gold mining stock.
On October 28th, 2002, Wildewoode Enterprises, Inc. was formed so we could acquire assets for the public company. Wildewoode, a wholly owned subsidiary of National Gold, acquired New Century Homes, Inc. and Wildewoode Lumber, Inc. as subsidiary operations. The subsidiaries of these two companies were made direct subsidiaries of Wildewoode. We were now ready to move the domicile of National Gold of Delaware to Utah.
On October 5, 2004, New Century Technologies, Inc., a wholly owned subsidiary of National Gold, acquired Trican Energy, Inc. Trican's assets consisted of 1,485 acres of oil and gas leases in West Virginia. The geology report on the property indicated 8,200,000 barrels of oil and 56,000,000,000,000 Cubic Feet of Natural Gas. This transaction was later reversed and the assets put into a spin-off of National Gold.
On March 27, 2007, National Gold entered into purchase agreements to acquire 32 unpatented mining claims in the Warren Mining District of Idaho. There are several shafts and drifts on the property from earlier workings. The geology report certifies 65 million troy ounces of gold, worth over $52 billion.
On April 25, 2007, National Gold acquired the Vanderbilt Mill and Mines in San Bernardino, California. This is the same Mine and Mill that was operated nearly 20 years earlier by Mr. Barrus, the CEO of National Gold. The geology report indicates certified reserves of 25 million troy ounces of gold, worth over $20 billion.
2. The Address of its Principal Executive Offices.
4137 S. Lone Tree Lane
Taylorsville, Utah 84119
Office: (801) 608-1125
Fax: (801) 955-3496
3. The State of Incorporation and the Date of Incorporation.
Incorporated on January 20, 1969 in the State of Delaware
Domicile moved to Utah December 8, 2000
Reinstated on January 18, 2007 in the State of Utah
4. The Exact Title and Class of the Security.
The company has one class of security authorized by its Certificate of Incorporation, namely: Common Stock.
5. The Stated Par Value of the Security.
The par value of the Common Stock is One Mill ($0.001) per share.
6. The Number of Shares or Total Amount of Securities Outstanding.
The company has 132,355,778 shares of Common Stock issued and outstanding as of the date hereof.7. The Name and Address of the Transfer Agent.
M V Stock Transfer
P.O. Box 181
American Fork, Utah 84003
8. The Nature of the Issuer's Business.
9. The Nature of Products or Services Offered.
10. The Nature and Extent of the Issuer's Facilities
National Gold has an office facility at:
4137 S. Lone Tree Lane
Taylorsville, Utah 84119
National Gold has patented mining claims and
a 2,500 Ton Per Day Ore Processing Mill and Refinery at:
Vanderbilt, California
11. Officers and Directors of the Company
James C. Barrus, Jr. - Chief Executive Officer and Chairman of the Board
Jay Barrus - President and Member of the Board
James M. Peterson - Vice President and Member of the Board
Brent H. Gundersen - Chief Financial Officer/Treasurer and Member of the Board
James C. Torgersen - Secretary and Member of the Board
Nancy Kent - Member of the Board and President of New Century Insurance, Inc.
Kaye Brady - Member of the Board and Vice President of New Century Insurance, Inc.
Michael R. Bark - Corporate Counsel and Member of the Board
12. The Number of Equity Security Holders
There are 10,095 shareholders of record, all of the same class.
13. The Issuer's Most Recent Balance Sheet and Profit and Loss and Retained Earnings Statements
14. Similar Financial information for such part of two preceding fiscal years as the issuer or it's predecessor has been in existence.
15. Whether any Broker-Dealer or associated persons are affiliated directly or indirectly with the issuer.
Any Broker-Dealer submitting quotations with respect to the Common Stock of the Issuer is not affiliated directly with the Issuer.
16. Nature of trading shares.
Over the Counter
17. Recent Issue of Unregistered Shares.
The Company issued 299,500 shares of its Common Capital stock as collateral for a promissory note for the purchase of mining properties in Idaho.
18. Exhibits and Attachments.
A - Business Plan
B - Legal Opinions
C - Financial Statements
D - Resumes
This information is true and correct to the best of my knowledge.
James C. Barrus, Jr.
Chief Executive Officer