UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

Sx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended April 30, ~~2012~~2013

£o 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. – 333-152002

~~DAULTON~~ARX ~~CAPITAL~~GOLD ~~CORP.~~CORPORATION (~~Name~~Exact name of ~~Small~~registrant ~~Business~~as ~~Issuer~~specified in its charter)

Nevada		30-0459858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~The~~Level ~~Seagram~~13- ~~Building,~~40 ~~375,~~Creek ~~Park Avenue,~~St ~~Suite~~Brisbane ~~2607,~~QLD ~~New~~Australia ~~York, NY, USA~~4000

(Address of principal executive ~~offices~~office)

~~212~~(888) ~~634~~408-~~6805~~9402

(~~Issuer~~Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) or 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes £ o No x

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ~~S No~~x £No o

Indicate by checkmark 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 or any amendment to this Form 10-K. o

Indicate by check mark 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 (section 232.405 of this chapter) during ~~the~~ the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ o No £x

Indicate by checkmark if registrant is a large accelerated filer, an accelerated filer, a non-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.

	Large accelerated filer o	Accelerated filer o
	Non-accelerated filer o	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 £o No S x

~~The~~ State the aggregate market value of the voting and non-voting common ~~stock~~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~~prices of such common equity, as of ~~April~~the ~~30th,~~last ~~2012~~business ~~was~~day of the registrant’s most recently ~~approximately~~completed second fiscal quarter. Approximately $ ~~969~~39,~~250~~536,240 on October 31, 2012.~~00.~~

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of August 128, ~~2012~~2013, the Company ~~had~~ had 4,~~413~~522,~~240~~740,003 issued and outstanding shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 ("“Securities Act"”). Not Applicable.

~~CAUTIONARY~~ARX ~~STATEMENT~~GOLD ~~REGARDING FORWARD-LOOKING INFORMATION~~CORPORATION

This Annual Report on Form 10-K (the “Annual Report”) includes "forward-looking statements." All statements other than statements of historical facts included in this Annual Report, regarding Daulton Capital Corp.'s financial position, reserve quantities and net present values, business strategy, plans and objectives of management of the Company for future operations and capital expenditures, are forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements and the assumptions upon which such forward-looking statements are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct.

References in this Annual Report to “we”, “us,” “our,” “Registrant,” Issuer”, “the Company,” and “Daulton Capital” mean Daulton Capital Corp., a Nevada corporation, unless the context otherwise requires.

DAULTON CAPITAL CORP.

INDEX TO ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED APRIL 30, ~~2012~~2013

		PAGE
	PART I.	23
Item 1.	Business	23
Item 1A.	Risk Factors	511
Item 1B.	Unresolved Staff Comments	817
Item 2.	Properties	817
Item 3.	Legal Proceedings	917
Item 4.	Mine Safety Disclosures	917
	PART II.	917
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	917
Item 6.	Selected Financial Data	1118
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1119
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1224
Item 8.	Financial Statements and Supplementary Data	1224
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1224
Item 9A.	Controls and Procedures	1224
Item 9B.	Other Information	1525
	PART III.	1525
Item 10.	Directors, Executive Officers and Corporate Governance	1525
Item 11.	Executive Compensation	1726
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1827
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1927
Item 14.	Principal Accounting Fees and Services	1927
	PART IV.	2028
Item 15.	Exhibits, Financial Statement Schedules	2028

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K (the “Annual Report”) includes "forward-looking statements." These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical facts included in this Annual Report, regarding ARX Gold Corporation's financial position, reserve quantities and net present values, business strategy, plans and objectives of management of the Company for future operations and capital expenditures, are forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements and the assumptions upon which such forward-looking statements are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in “Item 1A. - Risk Factors” and “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various factors describe in this annual report on Form 10-K, including:

•

Risks related to our mining properties, including our ability to advance gold exploration, our ability to discover any deposits of gold of other minerals which can be mined at a profit, maintaining our unpatented mining claims and millsites, our ability to obtain and maintain any necessary permits, consents, or authorizations needed to continue exploration, and our ability to raise the necessary capital to finance exploration and potential expansion;

•

Our ability to acquire additional mineral targets;

•

Our ability to obtain additional external funding, sell or lease the rights to mine, or find a joint venture partner to advance our exploration programs;

•

Our ability to achieve any meaningful revenue;

•

Our ability to engage or retain geologists, engineers, consultants and other key management and mining personnel necessary to successfully operate and grow our business;

•

The volatility of the market price of our common stock or our intention not to pay any cash dividends in the foreseeable future;

•

Changes in any federal, state or local laws and regulations or possible challenges by third parties or contests by the federal government that increase costs of operation or limit our ability to explore on certain portions of our property;

•

Economic and political events affecting the market prices for gold and other minerals which may be found on our exploration properties; and

•

The factors set forth under “Risk Factors” in Item 1A of this annual report on Form 10-K.

Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

References in this Annual Report to “we”, “us,” “our,” “Registrant,” Issuer”, “the Company,” and “ARX Gold Corporation.” mean ARX Gold Corporation, a Nevada corporation, unless the context otherwise requires.

PART I

Item 1.

Business.

~~Organizational History~~ Overview

~~Daulton~~We ~~Capital~~are ~~Corp~~a gold exploration company pursuing exploration and development opportunities primarily in Australia. ~~(“Company~~We have tested explored and intend to explore,” mine and extract ~~“we,”~~gold ~~“us,”~~and orother ~~“our”)~~extracted ~~was~~products ~~incorporated~~on the ARX Springs Project properties located in ~~Nevada~~the onWide ~~January~~Bay 8Burnett Region in central Queensland, Australia. ~~2008~~None ~~with~~of our properties contain proven and probable reserves, the ~~intention~~ore and resource is alluvial by nature and all of ~~pursuing~~our ~~oil~~activities ~~and~~on ~~gas~~all ~~exploration~~of ~~opportunities~~our properties are exploratory in nature.

OnOur ~~February~~principal ~~15,~~offices ~~2008,~~are ~~the~~located ~~Company~~in ~~filed~~Level a13- ~~Certificate~~40 ofCreek ~~Amendment~~St. toBrisbane ~~increase~~QLD ~~our~~Australia ~~authorized stock into 50,000,000 shares of common stock, $0~~4000.~~001~~ ~~par~~Our ~~value~~telephone ~~and~~number ~~5,000,000 shares~~is of(888) ~~preferred stock, $0~~408-9402.~~001 par value.~~

OnWe ~~October~~operate ~~17,~~our ~~2008~~business directly and also through our wholly-owned Australian subsidiaries, ~~the~~ARX ~~Company~~Springs ~~filed~~Pty. Ltd. (“ARX Springs”) which was aformed ~~Certificate~~on ofNovember ~~Change~~11, ~~with~~2011, ~~the~~and ~~Nevada~~ARX ~~Secretary~~Pacific ofResources ~~State~~Pty ~~effecting~~Ltd. a(“ARX ~~four-for-one~~Pacific”) ~~forward~~which ~~stock~~was ~~split~~formed ofon ~~our~~May ~~common~~28, ~~stock~~2010. ~~and~~Pursuant ~~increasing~~to certain mining rights agreements, ARX Pacific and ARX Springs, (together referred to as the ~~our~~“ARX ~~authorized~~Companies”) ~~capitalization~~have the rights to ~~200,000,000~~mine ~~shares~~and ofextract ~~common~~gold ~~stock~~and other materials from certain properties in Australia as more fully described below..

OnWe ~~August~~are 7,currently ~~2009~~focused on mineral exploration and development activities in the Wide Bay Burnett Region in central Queensland, Australia. Our strategy is to advance this project to the ~~Company~~production ~~filed~~stage aas aggressively as prudent financing will allow ~~Certificate~~and to expand on the sampling and test work completed to date and to further determine the presence and recovery of ~~Amendment~~gold, silver and other precious mineral reserves. If we are successful in doing so, we believe we can attract the attention of existing mining companies or new mining companies to ~~affect~~either aenter ~~four-for-one~~into ~~forward~~development ~~split~~agreements with us or to acquire the projects from us outright. The Management team comprises of ~~our~~a ~~common~~focused ~~stock~~group with experience in both the mining and business development sectors.

~~Operational~~As ~~History~~a result our focus on gold exploration and because we have no revenues, we are considered a development stage. Activities during the development stage include implementation of our business plan, reorganization activities and fund raising. We plan on raising capital to implement our business plan and to begin development activities at ARX Springs Project.

OnMining February 22, 2010, the Company entered into the “Ballarat Option Agreement” with Shawn Ryan to purchase an undivided interest of mining claims of a property described as “Ballarat Property.” In addition, on February 25, 2010, the Company entered into the “Hunker Option Agreement with Shawn Ryan to purchase an undivided interest of mining claims of a property described as “Hunker Project.”Properties

On ~~April~~March 186, ~~2011~~2012 and as amended on March 31, 2012, our subsidiaries, the ~~Company~~ARX ~~and~~Companies ~~South~~entered into Stage Tribute Agreements (the “Stage Tribute ~~Pacific~~Agreements”) ~~Connection~~with Riverstone Resources Pty Ltd. (~~James Das~~“Riverstone”). The Stage Tribute Agreements were made pursuant to the terms of an agreement dated February 27, ~~entered~~2012 ~~into~~between Riverstone and BRI Microfine Pty Ltd., a ~~Purchase~~related party (the “Riverstone Master Agreement”). ~~for~~The Riverstone Master Agreement was concluded with a view to realizing the ~~Company~~commercial potential of gold mining from the alluvial ore body of the project resource indicated by exploration, sampling and test work and preliminary feasibility analysis conducted by BRI over the preceding four years. The Stage Tribute Agreements grant the exclusive right to ~~purchase~~the anARX ~~80%~~Companies to ~~working~~explore, ~~interest~~mine and extract gold and other extracted products on the ARX Springs Project properties located in the Wide Bay Burnett Region in central Queensland, Australia. The ARX Springs Project overall covers approximately 16 km² of asurface area and the mining ~~claim~~project inis ~~Papua~~part ~~New~~of ~~Guinea~~a larger area for which Riverstone owns and operates an extractive industries business. Under the Riverstone Master Agreement terms and exercising the exclusive right of the ARX companies to explore, mine and extract gold on the project, BRI Microfine Pty Ltd has paid $60,000 to Riverstone from the development expenses it has received from us, for fees costs and expenses with the Queensland Department of Mines and for the development of the ArxSprings project.

The two ARX Companies will jointly operate at the ARX Springs site, and Phase 1 of the mining processing at ARX Springs under the respective Stage Tribute Agreements will mine a surface area of 600 ha. Under the terms of the Riverstone Master Agreement between BRI, a related party and Riverstone, phase 2 of the mining process at the ARX Springs Project may commence at any time and does not require work on phase 1 to be completed. ARX Companies must pay to Riverstone production royalty of 19% of the value of production extracted and processed from the first 100 ha surface area of the ARX Springs Project treated and 15% of the value of production extracted and processed from the surface area of the project which exceeds 100ha.

On April 29, 2011, the Company and Shawn Ryan entered into a “Termination Agreement” to terminate the Ballarat Option Agreement, and amendments thereto and the Hunker Option Agreement (collectively, the “Option Agreements”). Pursuant to the Termination Agreement, the Option Agreements were terminated. Shawn Ryan shall retain all payments and restricted stock that he received pursuant to the Option Agreements.

General Overview of Business

As of April 30, 2011, the Company has abandoned the oil and gas prospects. The Company plans to evaluate mining prospects and participate in mining activities on those prospects, which in the opinion of management are favorable. If, through the Company’s review, a geographical area indicates geological and economic potential, the Company may attempt to acquire leases or other interests in the area. The Company may then attempt to sell portions of its leasehold interests in a prospect to unrelated third parties, thus sharing the risks and rewards of the exploration of the prospect with the joint owners.

The Company may also:

● Acquire a working interest in one or more prospects from others and participate with the other working interest owners in mining, or

● Purchase producing mining properties.

Our activities will primarily be dependent upon available equity and debt financing for our exploration activities.

Oil and Gas Prospects

The Company has abandoned all of its oil and gas prospects, which included the 20% working interest (16% net revenue interest) in the Creek Well and the 5% working interest (4% net revenue interest) in Pawnee Wells. Impairment of these long-lived assets was considered under FASB ASC Topic 360. Future cash flows from and beyond probable reserves is considered to be zero. The Creek Well and Pawnee Wells were considered 100% impaired in April 2010 and written down accordingly.

Mining Interests

For the year ended April 30, 2012, the Company has engaged in the business of exploration of precious metals with a focus on quartz deposits in North America and gold and precious metals in Papua New Guinea. As of the date of this Annual Report, the Company’s mineral interests consist of the Purchase Agreement with South Pacific Connection Ltd. In addition, all exploration of the quartz deposits in North America that the Company was exploring through the Option Agreements has been terminated. The Company has not established any proven or probable reserves on the claims of which we have an interest.

Papua New Guinea

On April 18, 2011, the Company and South Pacific Connection Ltd., a company formed under the laws of Papua New Guinea (“South Pacific”) entered into the Purchase Agreement for the Company to purchase an 80% working interest of a mining claim in Papua New Guinea. In exchange for the mining claim, the Company paid $35,000.00 to South Pacific at the execution of the Purchase Agreement.

~~Ballarat~~During the term of the Stage Tribute Agreements, Riverstone solely or jointly with one or both of the ARX Companies (and either of the ARX Companies solely or jointly with Riverstone) may apply for extensions and additional mining licenses from the Queensland Mines and Resources Department. Application for an additional mining license has been lodged in mid-2012. During all terms of the mining license and any additional mining licenses, the holders of all ARX Springs mining license and additional mining licenses shall be obliged to comply with the regulations applicable and to meet the obligations imposed by the Mineral Resource Act of 1989 (Queensland). If the mining license or additional mining licenses, at any time are cancelled, the ARX Companies may lose the right to mine and process at the ARX Springs Project. Riverstone may terminate the Stage Tribute Agreements on prior notice to the ARX Companies if ARX Companies are in breach of the agreements but termination cannot be affected without the ARX Companies being first permitted to remedy any alleged breach and any disputes between Riverstone and the ARX Companies will be subject to mediation and if mediation is unsuccessful will be submitted to arbitration. Riverstone may terminate the Stage Tribute Agreements by giving three months’ notice by March 5, 2037, with provision to extend dates if required, or after the resources have been fully mined and processed, whichever occurs first. The initial ten hectare surface area of the ARX Springs Project must be mined and processed by March 5, 2025.

OnThe ~~February~~ARX ~~22,~~Companies ~~2010, the Company and Shawn~~are ~~Ryan~~obliged ~~(“Ryan”), entered into the Ballarat Option Agreement which granted the Company the right~~ to ~~purchase~~take ~~from Ryan~~out anbusiness ~~undivided~~liability interest in the mining claims on a property described as the “Ballarat Property.” The Ballarat Option Agreement provided the Company with the option to acquire a 100% interest in the Ballarat Property from Ryan by making staged cash payments and ~~issuing~~employee ainsurances ~~total~~which ofshall ~~1,250,000~~be ~~shares~~effected ofwhen ~~common~~mining ~~shares~~processing ~~of stock of the Company on or before February 15, 2014~~commences.

~~Pursuant~~As toof ~~the~~April ~~Ballarat~~30, ~~Option Agreement~~2013, ~~the~~mining ~~first~~processing ~~payment~~has ofnot ~~$25,000~~commenced. ~~was~~Prior ~~due~~ to ~~Ryan~~undertaking any ground disturbing work on orthe ~~about~~ARX ~~March~~Springs 15Project, ~~2010. However~~the ARX Companies must, in the ~~Company~~ordinary ~~and~~course ~~Ryan~~of ~~entered~~the ~~into~~ mining business obtain the ~~“Ballarat~~approval ~~Extension~~of ~~Agreement”~~the toQueensland ~~extend~~Department ~~such~~of ~~payment~~Mines byon 10a ~~days~~proposed work plan. The ~~Company~~agreements ~~then~~with ~~paid~~Riverstone ~~Ryan~~require ~~the~~consultation ~~first payment~~with ofRiverstone ~~$25,000. Our~~on ~~plans~~the ~~for~~form ~~exploration~~ of ~~the~~any ~~Ballarat~~proposed ~~Property~~work ~~were~~plan to ~~continue~~ensure ~~soil~~it ~~sampling~~is not likely to beinterfere ~~carried out~~with bythe ~~Ryan~~activities ~~Wood~~of ~~Exploration,~~Riverstone. ~~Inc,~~The ~~which~~ARX iscompanies asolely ~~company~~or ~~owned~~jointly ~~and~~with ~~operated~~Riverstone bymay ~~Shawn~~proceed ~~Ryan,~~to aobtain all ~~party~~necessary toregulatory ~~the~~approvals ~~Ballarat~~for ~~Option~~any ~~Agreement and~~proposed ~~the~~work ~~Hunker~~plan ~~Option~~according ~~Agreement,~~ to ~~evaluate~~standard ~~both~~industry ~~properties~~mining ~~as target~~practice ~~areas~~in ~~for~~the ~~further~~State ~~(25)~~of ~~meter~~Queensland as ~~sampling,~~governed ~~possible~~by ~~ground magnetic~~the ~~survey,~~Mineral ~~geological~~Resource ~~mapping~~Act ~~and~~1989. ~~excavator~~As ~~trenching~~of ~~followed~~April by30, a2013, ~~possible~~the ~~drill~~ARX ~~program. However,~~Companies ~~due~~and toRiverstone ~~economic conditions,~~are nodeveloping ~~such~~work ~~exploration~~plans in ~~was~~anticipation ~~undertaken~~of ~~and~~a ~~the~~future ~~Agreement~~submission ~~was~~to ~~mutually~~the ~~terminated~~Queensland ~~April~~Department ~~29th,~~of ~~2011~~Mines.

~~Hunker~~The ARX Companies will be responsible for all rehabilitation works on the properties, as required by the Queensland Mines and Resources Department, and any other governmental or other authorities in relation to exploration or mining activities carried out by the ARX Companies. Prior to the commencement of work the Queensland Mines and Resources Department will assess a value of a rehabilitation bond and the value of the rehabilitation bond will have to be paid by the ARX companies. There is no reason known to Riverstone or ARX Companies why the bond will not be assessed according to current Queensland Mines and Resources Department guidelines but the actual amount of the rehabilitation bond is not yet known.

OnDuring ~~February~~the ~~25,~~term ~~2010~~of the Stage Tribute Agreements, ~~the~~Riverstone ~~Company~~shall ~~and~~take ~~Ryan entered~~all ~~into~~action necessary to keep the ~~Hunker~~ARX ~~Option~~Project ~~Agreement~~in ~~for~~good ~~the~~standing. ~~Company~~Riverstone towill be ~~acquire~~obliged ~~from~~to ~~Ryan~~protect anthe ~~undivided~~land ~~interest~~areas inand the ~~mining~~Mining ~~claims~~License ofand aRiverstone ~~property described~~shall asmake ~~the~~any ~~“Hunker~~required ~~Project”,~~payments ~~which~~to ~~included~~the aDepartment ~~$25,000.00~~of Mines ~~payment~~and ~~upon~~Resources ~~signing. The~~or ~~Hunker~~such ~~Option~~other ~~Agreement granted the~~department ~~Company~~ of the ~~option~~government toof ~~earn~~Queensland ~~100%~~Australia ~~interest~~responsible infor the ~~“Hunker~~administration ~~Property”~~of ~~from Ryan~~the Mineral byResource ~~making~~Act ~~staged cash~~of ~~payments~~1989 ~~and~~(Queensland) ~~issuing~~in aorder ~~total~~to ofmaintain 1its rights to explore and,~~000~~ if warranted,~~000~~ ~~shares~~to ofdevelop ~~common~~its ~~stock~~property. If ofRiverstone fails to meet these obligations, the Company tomay ~~Mr.~~lose ~~Ryan~~the onright orto ~~before~~explore ~~February~~for ~~15,~~gold ~~2014,~~and other extracted products ~~Ryan~~on tothe ~~retain~~properties. aIn 2%general ~~net~~terms ~~smelter~~the ~~return~~Arx ~~interest~~Companies ~~that~~are ~~requires~~entitled anunder ~~advance~~their ~~royalty~~agreements ~~payment~~to ~~for~~act ~~$30,000. At~~on ~~the~~their ~~option of~~own ~~the~~behalf ~~Company,~~to protect the land ~~net~~and ~~smelter~~site ~~return~~and ~~interest~~the ofmining ~~Ryan~~leases ~~may~~and beto ~~reduced~~pay royalties to 1%Queensland ~~upon~~Mines ~~making~~Department aif $2they ~~million~~decide ~~dollar~~to ~~payment~~do so by potential threats or risks to ~~Ryan~~the project or rights.

The Hunker Project consisted of 121 Yukon Quartz Mining Claims located in the Dawson Mining District, Yukon Territory Canada. The claim block was situated 15 miles southeast of Dawson City on 6,000 acres or 24 square kilometers straddling Hunker Creek. The exploration plan on the Hunker Project was to be primarily based on the 1959 grid auger soil samples obtained by Ryanwood Exploration, Inc. from 2001-2009.

However, pursuant to a Termination Agreement of April 29th, 2011the aforementioned Hunker Option Agreement has been terminated and thus is null and void as of the date of this report. Pursuant to the Termination Agreement Ryan kept a payment of $25,000 and the issuance of 1,000,000 shares of restricted common stock.

Sampling

At this time the Company does not have any analytical procedures and has not developed any Quality Assurance / Quality Control (QA/QC) protocols for our exploration program.

The Company has relied on South Pacific, the owner of the property, to implement proper procedures on the Papua New Guinea Property. As of this Annual Report, there has been no work done by the Company.

The Company has relied solely on Ryanwood Exploration, Inc. to implement proper procedures on the Ballarat and Hunker properties. There had been soil sampling and both the Ballarat Property and the Hunker Property are in good condition having been basically undisturbed. Ryanwood Exploration, Inc., the company which performed the soil sampling, employed both engineers and geologists who physically examined the Ballarat and the Hunker properties. Both of these properties were shut down on or about February 15th, 2011.

Government Regulation of Mining Interests

The Company’s exploration activities are, or will be, subject to extensive laws and regulations governing prospecting, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Mining exploration is also subject to risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations may impose substantial costs on us and will subject us to significant potential liabilities. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.

The Company’s exploration activities are subject to certain regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Specifically, the Company may be subject to regulation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. However, such laws and regulations, whether foreign or domestic, are frequently changed and we are unable to predict the ultimate cost of compliance. Costs have not been incurred to date with respect to compliance with environmental laws but such costs may be expected to increase with an increase in scale and scope of exploration.

The ARX Springs project is located about 25 km east of Eidsvold in the Wide Bay Burnett Region of Queensland. The project site is situated at Coonambula on Cheltenham Road, (nearest town is Eidsvold) within a quarry and extractive industries operation.

Following are satellite images of the ARX Springs gold project sites

History of the Area

Gold has historically been found, worked and extracted from the alluvial resource material in the project and from alluvial material in vicinity of the project. The mineral interest in this area dates back to the 1880s. The early geological reports identified a tertiary glacial till that extends extensively in and over the area of the project site. It is within this glacial till that the majority of the alluvial deposits occur and the surveys have indicated the presence of gold.

Gold was discovered in the area in 1888. Production from the nearby St John's Creek field between 1888 and 1937 yielded 313 kg from 15,669 t of ore. Peak production was achieved in 1890 when 98.35 kg of gold was obtained from 7574 t of ore. There has been no activity since 1937 reported. The first gold production recorded from the Hungry Hill Creek McKonkeys Creek area was in 1889. The field was worked intermittently until 1901, the total recorded production of 23.32 kg of gold from 938 t of ore. No records of production from alluvial workings have been found.

A number of shafts were dug which yielded widely varying results. The water accumulating at the bottom of shafts generally defeated the mining. The shafts are identified by various names, MacPherson's shaft, PC shaft, Harvey's shaft, Capers claim and Gully shaft. Subsequent reports indicated that these older workings were not at the deepest part of the lead. Reports indicated in most places there are two channels at the bottom of the lead both containing gold. Gold was detected at most points close to the bottom of the lead and stream and surface examination confirmed the presence of gold. The water table exists between 20 feet and 40 feet from the surface. Old sampling of dumps around old shafts show gold that was at least 10 divt per tonne. Sampling of undisturbed shallow ground also showed similar grades. Early miners would not have worked the large numbers of shafts at the depth they did unless they were getting something like 1 ounce to the tonne.

Technology Sub-license Agreement

On November 24, 2011, our subsidiary, ARX Springs, entered into a Technology Sub-license Agreements (the “Technology Agreement”) with BRI Microfine Pty Ltd. (“BRI”), a company incorporated in Australia and owned by the Company’s CEO and by a principal stockholder/founder and consultant of the Company. Pursuant to the Technology Agreement, BRI granted to ARX Springs an exclusive non-assignable, non-transferrable sub license to use the BRI’s technology with the ARX Spring Project for the term of the project. BRI’s technology is a chemical leaching process which has been shown to concentrate gold, particularly in a microfine (finer than 5 microns) state, from concentrates, ores, tailings, solutions and other friable or pulverized materials. As consideration of the Sub-license agreement, we shall pay a royalty to BRI calculated as a percentage of the gross value of extracted product on a sliding scale based on tonnes processed ranging from 15% down to 10%. BRI in its discretion may at any time allow a rebate to ARX Springs of any royalty payable. Through April 30, 2013, BRI has received from us development expenses for the ArxSprings project and for management and preparatory expenses toward the establishment of resource stockpile, infrastructure planning and funding for construction of material processing plants and the necessary action to keep the ArxSprings project in good standing, according to the Stage Treatment Agreements, Riverstone Master Agreement and the Queensland Mines and Resources Department.

The technology sublicense was granted by BRI following exploration sampling and test work conducted by BRI on the alluvial resource material in the ArxSprings project. BRI has conducted exploration work and sampling and test work since early 2009. The results of BRI’s sampling and test work supported the application in 2009 for extension of the existing mining license.

BRI, at our cost and in accordance with our requirements, will construct at the ARX Springs Project site alluvial material processing production plants. Additionally, BRI will arrange for the application of software systems for operations and metallurgical reporting and information systems to be installed in all alluvial material processing production plants for the ARX Spring project. We shall pay BRI invoices for the provision of software systems and metallurgical reporting and information systems and construction of alluvial material processing production plants.

Royalty commitment

In August 2012, in connection with an amendment to the Share Exchange dated May 22, 2012, we entered into a royalty agreement (the “Royalty Agreement”) with two original founding stockholders of Grimsby (one of which is an officer and director of the Company and the other who is a principal stockholder of the Company and consultant to the Company), who received shares in the Share Exchange. Pursuant to the Royalty Agreement, we agreed, at the discretion of the Company’s board of directors, to pay these parties up to $7,500,000 in royalties from gross profits derived from the sales of all minerals and other products recovered from the ARX Spring Project.

Other

We may also:

	●	Acquire a working interest in one or more prospects from others and participate with the other working interest owners in mining, or
	●	Purchase producing mining properties.

Our activities will primarily be dependent upon available equity and debt financing for our exploration activities.

Organization

ARX Gold Corporation, formerly Daulton Capital Corp., (“ARX Gold”) was incorporated under the laws of the State of Nevada on July 8, 2008. On May 22, 2012, ARX Gold, Grimsby Investments Limited (“Grimsby”), a company incorporated under the law of the British Virgin Islands on March 8, 2012, and the stockholders of Grimsby (“Grimsby Shareholders”) entered into a Share Exchange. Upon closing of the transaction contemplated under the Share Exchange, as amended, on May 22, 2012 (the “Closing Date”), the Grimsby Shareholders (4 entities) transferred all of the issued and outstanding capital stock of Grimsby to ARX Gold in exchange for an aggregate of 4.148 billon shares of the common stock of ARX Gold and a commitment to pay royalties of $7,500,000 to two original founding stockholders of Grimsby, as amended retroactively in August 2012 for an original $150 million debt to the four original founding stockholders of Grimsby. Such exchange caused Grimsby to become a wholly-owned subsidiary of ARX Gold. ARX Gold and Grimsby with its subsidiaries are collectively referred to as “the Company”.

The Share Exchange was accounted for as a reverse-merger and recapitalization since the stockholders of Grimsby obtained voting and management control of ARX Gold. Grimsby was the acquirer for financial reporting purposes and ARX Gold was the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange are those of Grimsby and was recorded at the historical cost basis of Grimsby, and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both Grimsby and ARX Gold and the Company’s consolidated operations from the closing date of the Share Exchange. All share and per share information in the accompanying consolidated financial statements and footnotes have been retroactively restated to reflect the recapitalizations.

On May 25, 2012, Daulton Capital Corp. changed its name to Celframe ARX Resources Corp. and on October 16, 2012, Celframe ARX Resources Corp. changes its name to ARX Gold Corporation.

On March 26, 2012, agents of Grimsby established ARX Springs Pte, Ltd., (“ARX Pte”), a company incorporated in Singapore, in anticipation of a future restructuring of the Company. At the time of its incorporation, ARX Pte had no operations, assets or stockholders.

On April 12, 2012, the one founding stockholder of ARX Springs Pty. Ltd. (“ARX Springs”) which was formed on November 11, 2011, and the two founding stockholders of ARX Pacific Resources Pty Ltd. (“ARX Pacific”) which was formed on May 28, 2010, transferred 100% of their respective ownerships in such companies to ARX Pte.

On May 15, 2012, in connection with a reorganization of Grimsby, 100% of the founders’ shares of ARX Pte were issued to Grimsby and Grimsby issued its founders shares to four entities. On May 22, 2012, immediately after the Share Exchange, the Company’s organizational structure of the Company is as follows:

Pursuant to certain mining rights agreements, ARX Pacific and ARX Springs, together referred to as the “ARX Companies”) have the rights to mine and extract gold and other materials from certain properties in Australia.

As a result of the Company's focus on gold exploration and because the Company has no revenues, the Company is considered a development stage company as defined in ASC 915 “Development Stage Entities”. Activities during the development stage include implementation of the Company’s business plan, reorganization activities and fund raising. The Company plans on raising capital to implement its business plan and to begin development activities.

Details of the Company’s subsidiaries are as follows:

Name	Domicile and date of incorporation	Registered capital	Effective ownership	Principal activities
Grimsby Investments, Ltd.	British Virgin Islands March 8, 2012	U.S dollars $100	100%	Holding company

ARX Springs Pte.	Republic of Singapore March 26, 2012	Singapore dollars (“S$”) 100,000	100%	Holding company

ARX Springs Pty. Ltd.	Australia November 11, 2011	Australian dollars (“AUS$”) 30,000	100%	Pursuant to various agreements, ARX Springs has the right to explore, mine and extract gold and other minerals from certain properties.

ARX Pacific Resources Pty. Ltd.	Australia May 28, 2010	AUS$ 1,000	100%	Pursuant to various agreements, ARX Pacific has the right to explore, mine and extract gold and other minerals from certain properties.

Employees

We currently have one full-time employee, our CEO, and one consultant/shareholder. We believe that our relations with our employee is good. In the future, if our activities grow, we may hire personnel on an as-needed basis. For the foreseeable future, we plan to engage geologists, engineers and other consultants as necessary.

Exploration operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our business operations. Mining operations are also subject to foreign, federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on results of the Company. Additionally, the Company may be subject to liability for pollution or other environmental damages, which the Company may elect not to insure against due to prohibitive premium costs and other reasons. As of the date of this Annual Report, the Company has not been required to spend any material amount on compliance with environmental regulations. However, the Company may be required to do so in future and this may affect the ability of the Company to expand or maintain its operations.

Market for Gold

In the event that gold is produced from our property, we believe that wholesale purchasers for the gold would be readily available. Readily available wholesale purchasers of gold and other precious metals exist throughout the world. Among the largest are Handy & Harman, Engelhard Industries and Johnson Matthey, Ltd. Historically, these markets are liquid and volatile. In 2012, the London Fix AM high and low gold fixes were $1,790.00 and $1,537.50 per troy ounce, respectively. Wholesale purchase prices for precious metals can be affected by a number of factors, all of which are beyond our control, including but not limited to:

fluctuation in the supply of, demand and market price for gold;

mining activities of our competitors;

sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;

interest rates;

currency exchange rates;

inflation or deflation;

fluctuation in the value of the United States dollar and other currencies; and

political and economic conditions of major gold or other mineral-producing countries.

Competition and Marketing of Mining Interests

~~The~~We operate ~~Company operates~~ in a highly competitive industry, competing with other mining and exploration companies, and institutional and individual investors, which are actively seeking metal and mineral-based exploration properties throughout the world together with the equipment, labor and materials required to exploit such properties. Many of the competitors of the Company have substantially greater financial resources, staff and facilities than the Company. The mineral exploration industry is highly fragmented, and we are a very small participant in this sector. The principal area of competition is encountered in the financial ability to cost effectively acquire prime metal and minerals exploration prospects and then exploit such prospects. Competition for the acquisition of metal and minerals exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, ~~the~~we ~~Company~~ may not be successful in acquiring and developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable metal and minerals exploration properties will be available for acquisition and development.

Government Regulation of Mining Interests

Our exploration activities are, or will be, subject to extensive laws and regulations governing prospecting, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment including established requirements for reclamation of mineral exploration properties after exploration operations have ceased protection of endangered and protected species, mine safety, toxic substances and other matters. Mining exploration is also subject to risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations may impose substantial costs on us and will subject us to significant potential liabilities. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.

Our exploration activities are subject to certain regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Specifically, the Company may be subject to regulation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. However, such laws and regulations, whether foreign or domestic, are frequently changed and we are unable to predict the ultimate cost of compliance. Costs have not been incurred to date with respect to compliance with environmental laws but such costs may be expected to increase with an increase in scale and scope of exploration.

General

The Company has never been a party to any bankruptcy, receivership, reorganization, readjustment or similar proceedings. Since the Company is engaged in the mining business, the Company does not allocate funds to product research and development in the conventional sense. The Company does not have any patents, trademarks, or labor contracts. The Company does not have any ~~licenses,~~ franchises, ~~concessions~~ or ~~royalty agreements~~concessions. The business of the Company is not subject to renegotiation of profits or termination of contracts or subcontracts at the election of federal government.

Item 1A.

Risk Factors.

You should consider each of the following risk factors and any other information set forth herein and in the Company's reports filed with the SEC, including the Company's financial statements and related notes, in evaluating the Company's business and prospects. The risks and uncertainties described below are not the only ones that impact the Company's operations and business. Additional risks and uncertainties not presently known to ~~the Company~~us, or that we currently consider immaterial, may also impair our business or operations. If any of the following risks actually occur, ~~the~~our ~~Company's~~ business and financial results or prospects could be harmed. In that case, the value of the common stock could decline.

5RISKS RELATING TO OUR BUSINESS

WE HAVE NO PROVEN OR PROBABLE RESERVES ON OUR PROPERTIES AND WE DO NOT KNOW IF OUR PROPERTIES CONTAIN ANY GOLD OR OTHER MINERALS THAT CAN BE MINED AT A PROFIT.

The properties on which we have the right to explore for gold and other minerals contain ore and resource which is alluvial by nature and are not known to have proven or probable reserves or deposits of gold or other minerals that are currently being mined. Whether a gold or other mineral deposit can be mined at a profit depends upon many factors. Some but not all of these factors include: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; operating costs and capital expenditures required to start mining a deposit; the availability and cost of financing; the price of the gold or other minerals which is highly volatile and cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. We are also obligated to pay production royalties on certain of our mining activities, including a net smelter royalties on production from our ARX Springs projects, which would increase our costs of production and make our ability to operate profitably more difficult.

EXPLORING FOR GOLD AND OTHER MINERALS IS INHERENTLY SPECULATIVE, INVOLVES SUBSTANTIAL EXPENDITURES, AND IS FREQUENTLY NON-PRODUCTIVE.

Mineral exploration (currently our only business), and gold exploration in particular, is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other minerals that can be mined or extracted at a profit. Even if we do discover gold or other deposits, the deposit may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from actually mining it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological conditions, fires, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

THE MINING INDUSTRY IS CAPITAL INTENSIVE AND WE MAY BE UNABLE TO RAISE NECESSARY FUNDING.

During fiscal 2013, we spent approximately $326,000 for the ArxSprings project and for management and preparatory expenses toward the establishment of resource stockpile, infrastructure planning and funding for construction of material processing plants and the necessary action to keep the ArxSprings project in good standing. We will need to obtain additional funding to fund operations and exploration. We may be unable to secure additional financing on terms acceptable to us, or at all. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities. If we raise additional funds by issuing additional equity or convertible debt securities, the ownership of existing stockholders may be diluted and the securities that we may issue in the future may have rights, preferences or privileges senior to those of the current holders of our common stock. Such securities may also be issued at a discount to the market price of our common stock, resulting in possible further dilution to the book value per share of common stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

~~The Company~~ We recently began operations, have no revenues and ~~has~~ ~~only~~we ~~nominal~~have ~~revenues.~~no ~~The~~income-producing ~~Company~~activities from mining or exploration. We will require additional financing to sustain ~~its~~our business operations ifand we ~~the~~may ~~Company~~not isbe ~~not~~ successful in ~~earning~~generating significant revenues in the future. ~~The~~ ~~Company~~We currently ~~does~~do not have any arrangements for additional financing and may not be able to obtain financing when required.

BECAUSE ~~THE~~WE ~~COMPANY~~ WILL NEED ADDITIONAL ~~FINANCING~~ FINANCING TO FUND OUR CONTINUING GROWTH, THE COMPANY’S AUDITORS BELIEVE THERE IS SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ~~ABILITY~~ ABILITY TO CONTINUE AS A GOING CONCERN.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. The Company’s auditors have issued a going concern opinion and have raised substantial doubt regarding the ability of the Company to continue as a going concern. When an auditor issues a going concern opinion, the auditor has substantial doubt that the company will continue to operate indefinitely and not go out of business and liquidate its assets. This is a significant risk to our shareholders of the Company’s common stock because there is an increased risk the Company may not be able to generate and/or raise enough capital to remain operational for an indefinite period. Potential investors should also be aware of the difficulties normally encountered by new business ventures and the high rate of failure of such enterprises. The auditor’s going concern opinion may inhibit the ability of the Company to raise sufficient financing remain operational for an indefinite period resulting in investors failing to receive any return on their investment.

BECAUSE THE COMPANY HAS ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, THE COMPANY FACES A HIGH RISK OF BUSINESS FAILURE.

The mineral exploration and early stage development of the Company constitutes a new business venture. As a result, the Company has limited financial information on which you can evaluate the Company’s performance. The Company is subject to all of the business risks and uncertainties associated with any new business, including the risk the Company will not achieve its business objectives. The Company has just begun the initial stages of its business plan, i.e. exploration. As a result, the Company has no way to evaluate the likelihood of its ability to operate the business successfully. The Company has earned ~~minimal~~no revenues as of the date of this report, and thus faces a high risk of business failure.

THE VALUE OF OUR PROPERTY IS SUBJECT TO VOLATILITY IN THE PRICE OF GOLD AND ANY OTHER DEPOSITS WE MAY SEEK OR LOCATE.

Our ability to obtain additional and continuing funding, and our profitability if and when we commence mining operations or sell our rights to mine, will be significantly affected by changes in the market price of gold and other mineral deposits. Gold and other minerals’ prices fluctuate widely and are affected by numerous factors, all of which are beyond our control. The price of gold may be influenced by:

fluctuation in the supply of, demand and market price for gold;

mining activities of our competitors;

sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;

interest rates;

currency exchange rates;

inflation or deflation;

fluctuation in the value of the United States dollar and other currencies;

global and regional supply and demand, including investment, industrial and jewelry demand; and

political and economic conditions of major gold or other mineral-producing countries.

The price of gold and other minerals have fluctuated widely in recent years, and a decline in the price of gold or other minerals could cause a significant decrease in the value of our property, limit our ability to raise money, and render continued exploration and development of our property impracticable. If that happens, then we could lose our rights to our property or be compelled to sell some or all of these rights. Additionally, the future development of our mining properties beyond the exploration stage is heavily dependent upon the level of gold prices remaining sufficiently high to make the development of our property economically viable.

GENERAL ECONOMIC AND MARKET CONDITIONS.

The success of the Company's activities may be affected by general economic conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances.

General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances may affect the success of the Company.

Mineral exploration, the industry of which the Company is involved, may adversely change, thereby reducing the value of our shares of common stock. The general economic prospects of the United States or any general fluctuations in the capital markets may also affect the value of the shares of common stock.

THE COMPANY MAY EXPERIENCE FLUCTUATIONS IN ITS OPERATING RESULTS.

The Company may experience fluctuations in our operating results due to a number of factors, including the level of expenses, the degree to which the Company encounters competition in our markets and general economic conditions. As a result, of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

WE WILL BE DEPENDENT UPON KEY PERSONNEL FOR OUR FUTURE SUCCESS. IF WE LOSE ANY MEMBER OF OUR MANAGEMENT TEAM, OUR ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY COULD BE SIGNIFICANTLY HARMED.

The Company will depend on the diligence, skill and network of business contacts of the members of our management team. Our future success will depend to a significant extent on the continued service and coordination of the senior management team~~, particularly Mr~~. ~~Terry Fields.~~ The departure of our CEO, Mr. ~~Fields~~ Brian Smith and consultants to the Company could have a material adverse effect on our ability to achieve our business objectives.

OUR MANAGEMENT TEAM ~~LACKS~~HAS LIMITED TECHNICAL TRAINING AND EXPERIENCE.

Our management team has ~~lacks~~limited technical training and experience with exploring for, starting, and/or operating a mine. ~~Thus,~~ ~~with~~Our nomanagement team ~~direct~~will ~~training~~rely orupon ~~experience~~contractors ~~in these~~and ~~areas~~subcontractors and experts, ~~management~~which ~~may~~have ~~not~~to be ~~fully~~engaged at a cost to the Company, to be fully aware of many of the specific requirements related to working within this industry. Therefore, management decisions and choices ~~may~~will ~~not~~require assistance and advice to take into account standard engineering or managerial approaches mineral exploration ~~companies~~ companies commonly used. Thus, the Company’s operations, earnings, and ultimate financial success could suffer due to management’s ~~lack~~ oflimited experience in this industry.

OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS WILL DEPEND ON OUR ABILITY TO MANAGE OUR FUTURE GROWTH EFFECTIVELY.

The Company is subject to the business risks and uncertainties associated with any new business enterprise. Our ability to achieve our business objectives will depend on our ability to grow. In the future, will need to hire, train, supervise and manage new employees. Failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

OUR EXPLORATION ACTIVITIES MAY NOT BE COMMERCIALLY SUCCESSFUL, WHICH COULD LEAD US TO ABANDON OUR BUSINESS PLAN.

The Company's long-term success depends on our ability to establish commercially recoverable quantities of ore that can be developed into commercially viable mining operations; however the Company is only in the development and exploration state. Mineral exploration and early stage development is highly speculative in nature, involves many risks and is frequently non-productive. ~~These~~ These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor.

The success of mineral exploration and early stage development is determined in part by the following factors:

●· Identification of potential mineralization based on superficial analysis; ~~● Availability of government-granted exploration permits; ● The quality of management and geological and technical expertise; and ● The capital available to us for exploration.~~

Availability of government-granted exploration permits;

The quality of management and geological and technical expertise; and

The capital available to us for exploration.

During this exploration stage, we are evaluating the substantial expenditures which are going to be required to establish proven and probable reserves through drilling and analysis to develop processes to extract minerals and to develop the mining and processing facilities at any chosen site. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, but are not limited to the particular attributes of the deposit and government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially viable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on any of our properties to justify commercial operations.

OUR ACTIVITIES WILL BE SUBJECT TO EXISTING FOREIGN, FEDERAL AND STATE LAWS AND REGULATIONS GOVERNING THE ENVIRONMENTAL AND POLLUTION CONTROL.

Compliance with environmental requirements and reclamation laws imposed by foreign, federal, state, and local governmental authorities may necessitate significant capital outlays and may materially affect our future earnings. It is impossible to predict the impact of environmental legislation and regulations on our operations in the future although compliance may necessitate significant capital outlays, materially affect our earning power or cause material changes in our intended business. In addition, we may be exposed to potential liability for pollution and other damages.

THE MINERAL EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL.

The mineral exploration industry is intensely competitive, and we will compete with other companies that have greater resources. Many of these companies not only explore for and produce certain minerals, but also market certain minerals and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive mineral properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low mineral market prices. Our larger competitors may be able to absorb the burden of present and future foreign, federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover productive prospects in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial resources than many companies in our industry, we will be at a disadvantage in bidding for exploratory prospects and producing mineral properties.

~~Item 1B. Unresolved Staff Comments .~~14

~~The~~RISKS ~~Company~~RELATING isTO inOUR ~~receipt~~ORGANIZATION ofAND aCOMMON ~~Comment letter and is currently in the process of responding.~~ STOCK

WE ARE SUBJECT TO THE INFORMATION AND REPORTING REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), AND OTHER FEDERAL SECURITIES LAWS, INCLUDING COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002 (THE “SARBANES-OXLEY ACT”).

The costs of preparing and filing annual and quarterly reports and other information with the Securities and Exchange Commission and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if we were privately held. It may be time consuming, difficult and costly for us to develop, implement and maintain the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures.

IF WE FAIL TO ESTABLISH AND MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL, WE MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS ACCURATELY OR TO PREVENT FRAUD. ANY INABILITY TO REPORT AND FILE OUR FINANCIAL RESULTS ACCURATELY AND TIMELY COULD HARM OUR REPUTATION AND ADVERSELY IMPACT THE TRADING PRICE OF OUR COMMON STOCK.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. Management has determined that our internal audit function is materially deficient due to insufficient qualified resources to perform internal audit functions. During our assessment of the effectiveness of internal control over financial reporting as of April 30, 2013, management identified material deficiencies related to (i) our internal audit functions, (ii) a lack of segregation of duties within accounting functions, and (iii) a lack of employees with SEC reporting and U.SA capital market experience. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies and procedures may deteriorate.

PUBLIC COMPANY COMPLIANCE MAY MAKE IT MORE DIFFICULT TO ATTRACT AND RETAIN OFFICERS AND DIRECTORS.

The Sarbanes-Oxley Act and rules implemented by the Securities and Exchange Commission have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs in 2014 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

OUR STOCK PRICE MAY BE VOLATILE.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

results of our operations and exploration efforts;

fluctuation in the supply of, demand and market price for gold;

our ability to obtain working capital financing;

additions or departures of key personnel;

limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

our ability to execute our business plan;

sales of our common stock and decline in demand for our common stock;

regulatory developments;

economic and other external factors;

investor perception of our industry or our prospects; and

period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. As a result, you may be unable to resell your shares at a desired price.

BECAUSE WE BECAME PUBLIC BY A REVERSE MERGER, WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF MAJOR BROKERAGE FIRMS.

There may be risks associated with us becoming public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on our behalf.

WE HAVE NOT PAID CASH DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

THERE IS CURRENTLY A VERY LIMITED TRADING MARKET FOR OUR COMMON STOCK AND WE CANNOT ENSURE THAT ONE WILL EVER DEVELOP OR BE SUSTAINED.

Our shares of common stock are very thinly traded, only a small percentage of our common stock is available to be traded and is held by a small number of holders and the price, if traded, may not reflect our actual or perceived value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business, among other things. We may, in the future, take certain steps, including utilizing investor awareness campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an inflated price relative to the performance of our company due to, among other things, availability of sellers of our shares. If a market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of low priced shares of common stock as collateral for any loans.

We anticipate having our common stock continue to be quoted for trading on the OTC Bulletin Board or the OTCQB; however, we cannot be sure that such quotations will continue. As soon as is practicable, we anticipate applying for listing of our common stock on the NYSE MKT or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards, and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remain listed on the OTC Bulletin Board or OTCQB or suspended from the OTC Bulletin Board or OTCQB, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

OUR COMMON STOCK IS DEEMED A “PENNY STOCK,” WHICH WOULD MAKE IT MORE DIFFICULT FOR OUR INVESTORS TO SELL THEIR SHARES.

Our common stock is subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

OFFERS OR AVAILABILITY FOR SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

If our stockholders sell substantial amounts of our common stock in the public market or upon the expiration of any statutory holding period, under Rule 144, or upon expiration of lock-up periods applicable to outstanding shares, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

OUR ARTICLES OF INCORPORATION ALLOW FOR OUR BOARD TO CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR STOCKHOLDERS, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

Item 1B.

Unresolved Staff Comments.

None.

Item 2.

Properties.

~~Principal~~Our ~~Executive~~offices ~~Offices~~are located at 40 Creek Street in Brisbane, Queensland. The Company believes this office space if sufficient to meet its immediate needs.

The Company’s offices are located at The Seagram Building, 375, Park Avenue, Suite 2607, New York, NY. The Company leases office space requiring rental payments of $800 per month. The Company believes this office space if sufficient to meet its immediate needs.

As of February 25, 2011, all exploration activities on the Ballarat and Hunker Properties have been abandoned due to the Termination Agreement.

At the time of the Termination Agreement there was no equipment, infrastructure, or other facilities, as far as the Company knew, on either the Ballarat Property or the Hunker Property. In addition, as far as the Company was aware, there were no improvements or equipment that had been moved onto either of the properties before the date of the Termination Agreement.

A small scaled map, which includes the location and access to the property, was attached and incorporated by reference in the Company’s 10-K filing for the fiscal year ended April 30, 2011, and all amendments thereto.

Item 3.

Legal Proceedings.

None.

Item 4.

Mine Safety Disclosures.

None.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The following table shows the high and low sale prices of the Company’s common stock during the periods presented as quoted on the OTCBB under the trading symbol of DUCP. The ~~closing~~ ~~sale~~following table sets forth the high and low bid prices for the periods indicated as reported on the OTC Bulletin Board. The quotations reflect inter-dealer prices, without ~~adjustment for~~ retail ~~markups~~mark-up, ~~markdowns~~mark-down or ~~commissions~~ commission, and may not ~~reflect~~ necessarily represent actual transactions.


Quarter Ended	High	Low
July 31, 2012	$0.1500	$0.1300
October 31, 2012	$0.0895	$0.06
January 31, 2013	$0.0370	$0.0330
April 30, 2013	$0.0110	$0.0100

	Closing Sale Price
	Common Stock
Quarter Ended	High	Low
July 29, 2011	$0.05	$0.05
October 31, 2011	$0.03	$0.03
January 31, 2012	$0.04	$0.04
April 30, 2012	$0.03	$0.03

Holders

As of April 30, ~~2012~~2013 there were approximately 104 14 holders of the Company’s common stock.

The market price of the Company's common stock is subject to significant fluctuations in response to, and may be adversely affected by (i) variations in quarterly operating results, (ii) developments in the mining industry generally and more particularly within the geographically and geological areas that the Company owns and/or operates properties, and (iii) general stock market conditions.

Dividends

Holders of the Company’s common stock are entitled to receive dividends as may be declared by the Board of Directors. Our Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No dividends have ever been declared and it is not anticipated that dividends will ever be paid.

Securities Authorized for Issuance under Equity Compensation Plans

None

Preferred Shares

The Company's Articles of Incorporation authorize our Board of Directors to issue up to 5,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights, which would have priority over any dividends paid with respect to the holders of our common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by our management.

Recent Sales of Unregistered Securities

~~During~~On ~~the~~May ~~fiscal year ended April 30~~22, 2012, ~~the~~in connection ~~Company~~with the ~~Company~~share ~~had~~exchange noagreement ~~sales~~and recapitalization, we issued 4,148,000,000 shares of ~~its~~our common stock to the Grimsby shareholders.

10On May 5, 2013 and June 27, 2013, we sold an aggregate of 18,000,000 of its common stock to an investor for proceeds of AUD$70.000 (approximately $70,123). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On May 9, 2013, we issued 50,000,000 shares to a shareholder in connection with the settlement of $50,000 in debt. We valued the 50,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0085 per share or $425,000. Accordingly, we reduced loan payable by $50,000 and recorded a loss on the settlement of debt of $375,000. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On May 11 and May 22, 2013, we sold an aggregate of 500,000 of our common stock to two individuals (250,000 common shares each) for proceeds of AUD$4.000 (approximately $3,968). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On July 1, 2013, we entered to two consulting agreements for an aggregate of 8,000,000 shares (5,000,000 and 3,000,000 shares, respectively) for business development services for a one month term. The common shares were valued at fair value using the quoted trading price on the date of grant of $0.005 per common share and we recorded stock-based consulting expense of $40,000. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On July 23, 2013, we sold 10,000,000 of its common stock to an investor for proceeds of AUD$50.000 (approximately $46,110). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On July 26, 2013, we issued 3,000,000 common shares to a debt holder in connection with the settlement of $25,000 in debt. We valued the 3,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0034 per share or $10,200. Accordingly, we reduced loan payable by $25,000 and recorded a gain on the settlement of debt of $14,800. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On July 26, 2013, we sold 20,000,000 of its common stock to an investor for proceeds of AUD$100.000 (approximately $91,739). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

Item 6.

Selected Financial Data.

Not applicable.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Annual Report includes "forward-looking statements." All statements other than statements of historical facts included in this report, regarding our financial position, reserve quantities and net present values, business strategy, plans and objectives of management of the Company for future operations and capital expenditures, are forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements and the assumptions upon which such forward-looking statements are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have been correct.

The following discussion of financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements, which are included elsewhere in this report.

~~Organizational~~Plan ~~History~~of Operations

We have commenced limited operations and we will require outside capital to implement our business model. We were incorporated inunder ~~Nevada~~the onlaws ~~January~~of the State of Nevada July 8, 2008 ~~and~~as ~~planned to~~formerly beDaulton ~~involved~~Capital inCorp. ~~the~~On ~~exploration~~May of25, ~~oil~~2012, Daulton Capital Corp. changed its name to Celframe ARX Resources Corp. and ~~gas~~on October 16, 2012, Celframe ARX Resources Corp. changes its name to ARX Gold Corporation (“ARX Gold”).

On ~~February~~May 1522, ~~2008~~2012, weARX Gold, ~~filed~~Grimsby Investments Limited (“Grimsby”), a ~~Certificate~~ company incorporated under the law of ~~Amendment~~the toBritish ~~increase~~Virgin ~~our~~Islands ~~authorized~~on March ~~stock~~8, 2012, and the stockholders of Grimsby (“Grimsby Shareholders”) entered into 50a Share Exchange. Upon closing of the transaction contemplated under the Share Exchange,~~000~~ as amended,~~000~~ on May 22, 2012, the Grimsby Shareholders (4 entities) transferred all of the issued and outstanding capital stock of Grimsby to ARC Gold in exchange for an aggregate of 4.148 billon shares of the common stock, ~~$0.001~~of ~~par~~ARX ~~value~~Gold and 5a commitment to pay royalties of $7,~~000~~500,000 ~~shares~~to two original founding stockholders of ~~preferred~~ ~~stock~~Grimsby, as amended retroactively in August 2012 for an original $0150 million to the four original founding stockholders of Grimsby.~~001~~ Such ~~par~~exchange caused ~~value~~Grimsby to become a wholly-owned subsidiary of ARX Gold. ARX Gold and Grimsby with its subsidiaries are collectively referred to as “the Company”.

OnThe ~~October~~Share ~~17,~~Exchange was ~~2008,~~accounted wefor ~~filed~~as a ~~Certificate of~~reverse-merger ~~Change~~and ~~with~~recapitalization since the ~~Nevada~~stockholders ~~Secretary~~of Grimsby obtained voting and management control of ~~State~~ARX ~~effecting~~Gold. aGrimsby ~~four-~~was the acquirer for~~-one~~ ~~forward~~financial ~~stock~~reporting ~~split~~purposes ofand ~~our~~ARX ~~common~~Gold ~~stock~~was ~~and~~the ~~increasing~~acquired company. Consequently, the ~~our~~assets ~~authorized~~and ~~capitalization~~liabilities and the operations reflected in the historical financial statements prior to ~~200~~the Exchange Agreement will be those of Grimsby and was recorded at the historical cost basis of Grimsby,~~000,000~~ ~~shares~~and the consolidated financial statements after completion of ~~common~~the ~~stock~~Share Exchange included the assets and liabilities of both Grimsby and ARX Gold and the Company’s consolidated operations from the closing date of the Share Exchange.

On ~~August~~March 726, ~~2009~~2012, agents weof ~~filed~~Grimsby established ARX Springs Pte, Ltd., (“ARX Pte”), a ~~Certificate~~company incorporated in Singapore, in anticipation of ~~Amendment~~a tofuture ~~affect~~restructuring aof ~~four-for-one~~the ~~forward~~Company. ~~split~~At the time of ~~our~~its ~~common~~incorporation, ~~stock~~ARX Pte had no operations, assets or stockholders.

~~Operational~~On ~~History~~April 12, 2012, the one founding stockholder of ARX Springs Pty. Ltd a (“ARX Springs”), formed on November 11, 2011, and the two founding stockholders of ARX Pacific Resources Pty Ltd. (“ARX Pacific”), formed on May 28, 2010, transferred 100% of their respective ownerships in such companies to ARX Pte.

WeOn ~~have~~May a15, ~~20%~~2012, ~~working~~in connection ~~interest~~with ~~(16%~~a ~~net revenue~~reorganization ~~interest)~~of inGrimsby, an100% ~~oil~~of ~~well~~the ~~located~~founders’ inshares ~~Creek~~of ~~County,~~ARX ~~Oklahoma. As~~Pte ofwere ~~April~~issued ~~30,~~to ~~2010,~~Grimsby ~~the~~and ~~well~~Grimsby ~~was~~issued its ~~shut~~founders inshares ~~and~~to ~~not producing~~four entities.

On ~~April~~May 1822, ~~2011~~2012, ~~we entered into a Purchase~~immediately ~~Agreement~~after ~~with South Pacific Connection Limited (James Das), to purchase an 80% working interest of a mining claim in Papua New Guinea. In exchange for~~ the ~~Mining~~Share ~~Claim~~Exchange, ~~the~~our ~~Company~~organizational ~~paid~~structure ~~$35,000.00~~is toas ~~South Pacific at the execution of the Purchase Agreement.~~ follows:

~~Our~~Pursuant ~~future~~to ~~plans~~certain mining ~~will~~rights beagreements, ~~dependent~~ARX ~~upon the~~Pacific ~~amount~~and ofARX ~~capital~~Springs, wetogether ~~are~~referred ~~able~~ to ~~raise.~~as Wethe do“ARX ~~not~~Companies”) have ~~any~~the ~~commitments~~rights to ormine ~~arrangements~~and ~~from~~extract ~~any~~gold ~~person~~and toother ~~provide~~materials usfrom ~~with~~certain ~~any additional~~properties ~~capital~~in Australia.

ARX Springs Project

On March 6, 2012 and as amended on March 31, 2012, our subsidiaries, ARX Springs and ARX Pacific entered into Stage Tribute Agreements (the “Stage Tribute Agreements”) with Riverstone Resources Pty Ltd. (“Riverstone”). The Stage Tribute Agreements were made pursuant to the terms of an agreement dated February 27, 2012 between Riverstone and BRI Microfine Pty Ltd., a related party (See Note 4) (the “Riverstone Master Agreement”). The Stage Tribute Agreements grant the exclusive right to the ARX Companies to explore, mine and extract gold and other extracted products on the ARX Springs Project properties located in the Wide Bay Burnett Region in central Queensland, Australia. The ARX Springs Project overall covers approximately 16 km² of surface area and the mining project is part of a larger area for which Riverstone owns and operates an extractive industries business.

Limited Operating History

We have generated a limited financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Critical Accounting Policies and Estimates

While our significant accounting policies are more fully described in Note 2 to our financial statements for the year ended April 30, 2013, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to the accounting for and recovery of long-lived assets including mining rights, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

Mining property acquisition and exploration costs

We follow ASC 930 “Extraction Activities – Mining” in accounting for mining costs. Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral acquisition and exploration costs as incurred given that it is still in the development stage. Once we have identified proven and probable reserves in our investigation of our properties and upon development of a plan for operating a mine, we will capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be depleted, using the units-of-production method over the estimated life of the probable-proven reserves. When we have capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, we have not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

Environmental Matters

Our operations are subject to evolving government environmental laws and regulations related to the discharge of materials into the environment. Our process is not expected to produce harmful levels of emissions or waste by-products. However, these laws and regulations would require us to remove or mitigate the environmental effects of the disposal or release of substances at our site should they occur. Compliance with such laws and regulations can be costly. Additionally, governmental authorities may enforce the laws and regulations with a variety of civil and criminal enforcement measures, including monetary penalties and remediation requirements. We are not aware of any area of non-compliance with governmental environmental laws and regulations as of the date of this report.

Asset retirement obligations

We follow the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

Impairment of long-lived assets

In accordance with ASC Topic 360, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

Foreign currency translation

The accompanying consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of the ARX Companies is the Australian dollar and the functional currency of ARX Pte is the Singapore dollar. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income.

Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Stock-based compensation

We account for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. We account for non-employee share-based awards in accordance with ASC Topic 505-50.

Recent accounting pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Results of Operations

~~During~~For the ~~fiscal~~Years ~~years~~Ended ~~ended~~ April 30, ~~2012~~2013 and ~~2011, we had no~~ ~~revenues.~~2012

During fiscal year ended April 30, 2012, we incurred general and administrative expenses in the aggregate amount of $7,353 compared to $58,453 incurred during fiscal year ended April 30, 2011 (a decrease of $51,100.00). The operating expenses incurred during fiscal year ended April 30, 2012 consisted of: (i) salary and wages of $0 (2011: $0); (ii) consulting fees of $35,000 (2011: $0); (iii) professional fees of $43,062 (2011: $16,120.00); (iv) occupancy expense of $0 (2011: $3,266);Revenues

~~Our~~Since ~~net loss for the fiscal year ended April 30~~inception, ~~2012~~we ~~was~~had $~~89,867~~0 ~~compared~~in ~~to our net loss of $706,065 for the fiscal year ended April 30, 2011~~revenue.

~~The basic~~Operating ~~weighted average number of shares outstanding was 60,240,003 at April 30, 2012 and 59,552,941 on April 30, 2011.~~ Expenses

11For the years ended April 30, 2013 and 2012, operating expenses consisted of the following:

	Years Ended April 30,
	2013		2012
Compensation	$	46,798	$	62,826
Professional fees		768,119		–
Development costs – related party		325,867		–
Other selling, general and administrative		7,687		155
	$	1,148,471	$	62,981

During fiscal 2013, compensation expense amounted to $46,798 and included $25,798 in director’s fees and $21,000 in compensation expense for services rendered by our CEO. Beginning in February 2013, we agreed to pay our CEO $7,000 per month for services rendered. In fiscal 2012 compensation expense amounted to $62,826 and consisted of stock-based compensation as follows: On November 11, 2011, we issued 30,000 shares of ARX Spring’s common stock to ARX Springs original founders for services rendered. As there was no determinable fair value of founder’s shares, we valued these common shares at a nominal value of AUD$1.00 per common share. In connection with issuance of these common shares, for the year ended April 30, 2012, we recorded stock-based compensation of $30,780. Additionally, on March 26, 2012, we issued 40,280 shares of ARX Pte common stock to ARX Pte original founders for services rendered. As there was no determinable fair value of founder’s shares, we valued these common shares at a nominal value of AUD$1.00 per common share. In connection with issuance of these common shares, for the year ended April 30, 2012, we recorded stock-based compensation of $31,946.

For the year ended April 30, 2013, professional fees were $768,119. During the year ended April 30, 2013, we incurred business development and consulting fees of $44,704 related to the preparation of an exploration report on the ARX Springs Project and we incurred $100,000 in connection with due diligence and capital raising activities, investor relations fees of $57,450, transfer agent and filing fees of $16,156, consulting fees of $21,000 to a consultant/shareholder, accounting and legal fees of $156,453, and other miscellaneous fees of $4,423. Additionally, we incurred consulting and other professional fees of $367,933 related to a shareholder’s transfer of their common shares held in our company to pay for services performed for us. We did not incur professional fees during the year ended April 30, 2012. We expect professional fees to increase as we incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, and other rules implemented by the Securities and Exchange Commission.

During the year ended April 30, 2013, we incurred and paid development fees of $325,867 to BRI Microfine, a related party, for development services performed on the ARX Springs Project. We expect to continue incur such expenses in the near future.

For the year ended April 30, 2013, other selling, general and administrative expenses, which included bank service charges and other office related expenses, increased by $7,532 as compared to the year ended April 30, 2012. We expect other selling, general and administrative expenses to increase as we increase our operations.

Net Loss

As a result of the factors described above, our net loss for the years ended April 30, 2013 and 2012 was $1,148,471 and $62,981, or a net loss per common share of $0.00 and $0.00 (basic and diluted), respectively.

Liquidity and Capital Resources

~~Our~~Liquidity ~~financial~~is ~~statements~~the ~~have been prepared~~ability ~~assuming~~of ~~that~~a wecompany ~~will~~to ~~continue~~generate asfunds ato ~~going~~support ~~concern~~its current and future operations, ~~accordingly~~satisfy its obligations, doand ~~not~~otherwise ~~include~~operate ~~adjustments~~on an ~~relating~~ongoing tobasis. To date, we have funded our operations through the ~~recoverability~~sale ~~and realization~~of our common stock. Our primary uses of ~~assets~~cash have been for compensation, and ~~classification~~professional fees. All funds received have been expended in the furtherance of ~~liabilities~~growing ~~that~~the ~~might~~business beand ~~necessary~~establishing brand ~~should~~portfolios. weThe befollowing ~~unable~~trends are reasonably likely to ~~continue~~result in ~~operation.~~a material decrease in our liquidity over the near to long term:

As· atAn ~~April~~substantial ~~30,~~increase ~~2012, our current assets were $56 and our total current liabilities were $91,840, resulting~~ in a working capital ~~deficit~~requirements ~~of $91,784. As at April 30, 2012, our total assets were $25,056 compared~~ to ~~total~~finance ~~assets of $4,199 as at April 30, 2011. As at April 30, 2012,~~ our ~~current liabilities~~mining ~~were $91~~operations,~~840 compared to current liabilities of $90,492 at April 30, 2011.~~

~~Stockholders' equity~~· ~~decreased~~Addition toof ~~$66,784~~administrative asand atprofessional ~~April~~personnel ~~30,~~as ~~2012~~the ~~from~~business ~~$86~~grows,~~293 at April 30, 2011.~~

The cost of being a public company, and

Capital expenditures on excavation, mining and other equipment

Payment of royalties upon commencement of production.

At April 30, 2013, we had a cash balance of $6,402 and for the year ended April 30, 2013, we used $501,943 in cash for operations. Since inception we have funded our operations primarily from the following sources:

(1)

During the year ended April 30, 2013, a shareholder advanced the Company $490,152 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $50,000 of this note was converted in 50,000,000 shares of the Company’s common stock.

(2)

In April 2013, a third party advanced the Company $25,810 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $25,810 of this note was converted into 3,000,000 shares of the Company’s common stock.

We currently have no material commitments for capital expenditures, however, in order to commence operations, we must raise funds through equity or debt financing. We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than working capital and funds received from a shareholder and related parties, we presently have no other alternative source of working capital. We will use these funds to fund our operating expenses, pay our obligations, grow our company, and to begin or exploration and mining operation on the ARX Springs Project. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations and we will need to raise significant additional capital. We do not anticipate we will be profitable in fiscal 2014. Therefore our future operations may be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to further curtail our marketing and development plans and possibly cease our operations.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern in their audit opinion for the year ended April 30, 2013.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Operating activities

For the years ended April 30, 2013 and 2012, net cash flows used in operating activities amounted to $501,943 and $531, respectively. We expect cash used in operations to increase in future periods as we implement our business plan. Net cash flow used in operating activities for the year ended April 30, 2013 primarily reflected net loss of $1,148,471 adjusted for non-cash item of contributed services of $412,637 and changes in operating assets and liabilities primarily consisting of an increase of account payable of $105,719, an increase in accounts payable – related party officer of $60,000 and an increase in accrued expenses of $67,733. Net cash flow used in operating activities for the year ended April 30, 2012 mainly reflected net loss of $62,981 adjusted for non-cash item of stock-based compensation of $62,826 and change in operating assets and liabilities primarily consisting of an increase in due from related party of $440.

Financing activities

For the years ended April 30, 2013 and 2012, net cash flows provided by financing activities was $515,979 and $515, respectively. During the year ended April 30, 2013, we received proceeds from loans of $515,950 and proceeds from related party advances of $556 and we made repayment for related party advances of $527. During the year ended April 30, 2012, we received proceed from shareholder contribution of $515.

Contractual Obligations

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as of April 30, 2013 and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

	Payments due by period
Contractual obligations		Total		Less than 1 year		1-3 Years		3-5 Years		5+ Years
Royalties commitment – related parties	$	7,500,000	$	–	$	–	$	–	$	7,500,000
Loans payable		515,962		515,962		–		–		–
Total contractual obligations	$	8,015,962	$	515,962	$	–	$	–	$	7,500,000

Off-Balance Sheet Arrangements

As of the date of this report, we did not have any off-balance sheet arrangements that have, or is reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~Material Commitments~~ 23

As of April 30, 2012, we did not have any material capital commitments, other than funding our operating losses. It is anticipated that any capital commitments that may occur will be financed principally through the sale of shares of our common stock or other equity securities. However, there can be no assurance that additional capital resources and financings will be available to us on a timely basis, or if available, on acceptable terms.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8.

Financial Statements and Supplementary Data.

Please refer to the financial statements and the notes to the financial statements at the end of this report.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of the Company’s Principal Executive Officer ~~and Principal Financial Officer,~~ has evaluated the effectiveness of the Company’s ~~disclosure~~ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that as of April 30,. 2010, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely discussions regarding required disclosure; due to the material weaknesses described below2013.

12Based on such evaluation, the Company’s Principal Executive Officer have concluded that as of April 30, 2013, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Principal Executive Officer, as appropriate to allow timely discussions regarding required disclosure; due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act, ofas ~~1934~~amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. ~~The~~Under ~~Company’s~~the supervision and with the participation of management, including our Chief Executive Officer, we assessed the effectiveness of our internal control over financial reporting as of April 30, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”) in Internal Control—Integrated Framework . Based on our assessment, management identified material deficiencies related to: (i) our internal audit functions, (ii) a lack of segregation of duties within accounting functions, and (ii) lack of internal accounting staff or procedures. Because of its inherent limitations, internal control over financial reporting ~~includes~~may ~~those~~not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure that: the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

13Auditor Attestation

~~Under~~This ~~the~~annual ~~supervision~~report ~~and~~does ~~with~~not ~~the participation~~include ofan ~~our~~attestation ~~management,~~report ~~including~~of our ~~Principal~~registered ~~Executive~~public ~~Officer~~accounting ~~and~~firm ~~Principal~~regarding ~~Financial Officer, we conducted an evaluation of the effectiveness of our~~ internal control over financial reporting. Management’s report aswas ofnot ~~the~~subject ~~period~~to ~~covered~~attestation by ~~this~~our ~~report~~registered ~~based~~public onaccounting ~~the~~firm ~~framework~~pursuant ~~in Internal~~to ~~Control~~rules ~~– Integrated Framework issued by the Committee~~ of ~~Sponsoring Organizations of~~ the ~~Treadway~~Securities ~~Commission (“COSO”). Based on the results of management’s assessment~~ and ~~evaluation, our Principal Executive Officer and~~Exchange ~~Principal~~Commission ~~Accounting Officer concluded~~ that ~~our~~permit ~~internal~~us ~~control~~to ~~over~~provide ~~financial~~only ~~reporting~~management’s ~~was~~report ~~not~~in ~~effective~~this ~~due~~annual ~~to the material weaknesses described below~~report.

~~Material Weaknesses~~ 24

1. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2012. In making this assessment, the Company’s management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control – Integrated Framework.” Based on this assessment, management concluded that, as of April 30, 2011, the Company’s internal control over financial reporting was not effective based on this framework.

Management evaluated the impact of ineffective control over financial reporting and concluded that the control deficiency represented a material weakness.

2. In connection with the audit of our consolidated financial statements for the year ended April 30, 2012, our independent registered accounting firm reported to the Company’s Board of Directors that they observed inadequate review and approval of certain aspects of the accounting process that they considered to be a material weakness in internal control due to us having to add additional disclosure material and restating or amending our financial statements in our Annual Report on Form 10-K/A for the fiscal year ended April 30, 2010, and for the Quarterly Report on Form 10-Q for the quarter ended January 31st, 2011.

After a review of the Company’s current review and approval of certain aspects of the accounting process, management concluded that the inadequate review and approval process represented a material weakness.

Remediation of Material Weaknesses

To remediate the material weaknesses identified above, we have done the following subsequent to April 30, 2012, which correspond to the two material weaknesses identified above.

1. In connection with the ineffective assessment of the Company’s internal control over financial reporting, management plans to implement additional controls to improve the effectiveness of the Company’s disclosure controls and procedures.

Management believes this remediation will remediate the corresponding material weakness described in Item 1, immediately above.

2. In connection with the reported inadequate review and approval of certain aspects of the accounting process, management has reiterated the Company’s current review and approval processes, to insure that all accounting reconciliations, journal entries and complex transactions are reviewed and approved on a timely basis.

Management believes this remediation has remediated the corresponding material weakness described in Item 2, immediately above.

Attestation Report of the Independent Registered Public Accounting Firm

This annual report does not include an attestation report by the Company’s registered public accounting firm regarding internal control over financial reporting, because Management’s report in the annual report was not subject to attestation by the Company’s independent registered public accounting firm, pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There ~~have~~were ~~not~~no ~~been any~~ changes in the Company’'s internal control over financial reporting ~~(as~~identified ~~such~~in ~~term~~connection iswith ~~defined~~the inevaluation ~~Rules~~required ~~13-15(f)~~by ~~and~~paragraph ~~15d-15~~(fd) ~~under~~of ~~the~~ Exchange Act) Rules 13a-15 that occurred during the ~~Company's~~year ~~fourth~~ended ~~fiscal~~April ~~quarter~~30, 2013 that ~~has~~have materially affected, or isare reasonably likely to materially affect, ~~the~~ the Company’'s internal control over financial reporting.

Item 9B.

Other Information.

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Below is a list of the Company’s officers and directors as of April 30, ~~2012~~2013. The directors will generally be elected at the annual shareholders' meeting and hold office until the next annual shareholders' meeting or until their successors are elected and qualified. Our executive officers are elected by its board of directors and serve at its discretion.

Name	Age	Position
Terry Fields	68	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
Brian Smith	56	Director, Chief Executive Officer,
Peter Stecher	55	Director
Tom Verdon	49	Director

Background of Executive Officers and Directors

~~Terry~~Brian ~~Fields~~James ~~has~~Smith, ~~been~~age ~~engaged~~56 in is the ~~private~~Managing ~~practice of law since 1969. Since 1985 Mr. Fields has been President and~~ Director of ~~ten~~BRI ~~public companies~~Microfine inPty ~~the United States and Canada~~Ltd., ~~mostly~~a ingold ~~the~~recovery ~~natural~~technology ~~resource~~company ~~area. He~~since ~~was President of High Desert Mineral Resources from 1985 until 2000 when it was sold to Royal Gold Corporation for over $25,000,000~~2008. ~~Presently,~~ ~~Mr.~~He ~~Fields~~has is a ~~Director and~~strong ~~President of Willow~~history ~~Creek~~within ~~Enterprises,~~the ~~Inc.~~precious ~~(WLOC), First~~mining ~~Pursuit~~industry ~~Ventures~~through ~~Ltd.~~Microfine Pty ~~(FPVH)~~Ltd, ~~and~~particularly ~~Malwin~~in ~~Ventures Inc~~Australia. ~~(MLWN).~~His Inexpertise ~~addition, Mr. Fields~~ is ~~the~~focused ~~Director~~on ~~and~~development ~~Chief~~implementation, ~~Financial Officer of Uniontown Energy~~funding, ~~Inc.~~improvement ~~(UTOG).~~and ~~Mr. Fields received~~expansion ~~his Bachelor~~ of ~~Science Degree from~~ the ~~University~~mining ~~of California in 1965 and his law degree from Loyola University School of Law in 1968~~technology.

~~Peter~~Mr. ~~Stecher~~Verdon, isage a49, ~~graduate~~holds ofan ~~Sir George~~LLB ~~Williams~~Honors ~~University~~Law ~~where~~from heUniversity of ~~majored in Marketing. In addition~~Wales, ~~Mr.~~IMC ~~Stecher~~(Investment ~~undertook~~Management ~~postgraduate~~Certificate) ~~studies~~Benchmark atUK ~~the~~Fund ~~University of~~Managers ~~Colorado~~Qualification, ~~where~~and headvanced ~~obtained~~diploma ~~a certificate~~ in ~~metallurgy~~Financial Planning. Mr. ~~Stecher’s~~Verdon ~~experience~~was ~~has~~head ~~been~~of ~~focused~~Bespoke onInvestment ~~spearheading numerous~~Solutions ~~start-up~~for ~~companies.~~Dexia ~~Daulton~~Private ~~Capital~~Bank, ~~does~~as ~~not~~well ~~have a compensation committee. Daulton Capital’s Directors serve~~ as ~~its~~Director ~~Audit~~of ~~Committee. Daulton~~Deutsche ~~Capital~~Private ~~does~~Wealth ~~not have a financial expert~~Management, Africa.

Involvement in Certain Legal Proceedings

Since our inception, the Company believes that none of our directors or executive officers have been involved in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

Family Relationships

There are no family relationships among the Company’s officers and directors.

Due to a lack of resources, the Company has not adopted a written code of ethics applying to our executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

~~Ryan~~Not ~~Beamin has filed his initial report on Form 3, but has not updated his beneficial ownership by filing a Form 4 to update his holdings~~applicable. ~~However, Messrs. Fields and Stecher have filed their initial reports on Form 3.~~

1625

Item 11.

Executive Compensation.

The following table shows the compensation paid or accrued to ~~Daulton~~ARX ~~Capital~~Gold Corporation’s officers during ~~the~~fiscal ~~period~~2013 ~~from~~and ~~May 1, 2011 to April 30,~~ 2012:

Name and Principal position	Fiscal year	Salary (1)	Bonus (2)	Stock Awards (3)	Option Awards (4)	All Other Annual Compensation (5)	Total
Name and Principal Position	Fiscal year	Salary (1)	Bonus (2)	Stock Awards (3)	Option Awards (4)	All Other Annual Compensation (5)	Total
Terry Fields, President, Chief Executive Officer, Chief Financial Officer and Secretary	2011-2012	$60,000 (6)	--	$150,000	--	--	$210,000
Brian Smith, Director (a)	2013 2012	$21,000 $0	$0 $0	$0 $0	$0 $0	$0 $30,780	$21,000 $30,780
Michael Mulberry, Vice President, General Manager of Operations, Director	2011-2012	$30,000 (6)	--	$62,500	--	--	$92,500
Tom Verdun, Director	2013 2012	$25,798 $0	$0 $0	$0 $0	$0 $0	$0 $0	$25,798 $0
Arun Pudur, Former Director	2013 2012	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

(1)	The dollar value of base salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.
(3)	During the periods covered by the table, the value of ~~Daulton~~ARX ~~Capital~~Gold Corporation’s shares issued or authorized to be issued as compensation for services to the persons listed in the table.
(4)	The value of all stock options granted during the periods covered by the table.
(5)	All other compensation received that ~~Daulton~~ARX ~~Capital~~Gold Corporation could not properly report in any other column of the table.
(6)	Mr. Fields is accruing a salary for services rendered; however he has not been paid as of the date of this Annual Report. However, Mr. Mulberry forgave all accrued salary for stock prior to his resigning from the Company.

17(a) Includes the fair value attributable to the issuance of 30,000 shares in Arx Spring Pty. Ltd. issued to Mr. Smith upon formation of Arx Springs Pty. Ltd.

Stock Options. The Company has not granted any stock options and does not have any stock option plans in effect as of the date of April 30, ~~2012~~2013. In the future, the Company may grant stock options to its officers, directors, employees or consultants.

Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans and has no intention of implementing any of these plans for the foreseeable future.

Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.

Compensation of Directors. ~~The~~During ~~Company’s~~fiscal ~~directors~~2013, doMr. ~~not~~Tom ~~receive~~Verdun ~~any~~received $25,798 of compensation ~~their~~for director’s services ~~as directors~~rendered.

Mr. Fields plans to spend approximately 25% of his time on the business of Daulton Capital.

The Company does not have any employment agreements with its officers or employees. The Company does not maintain key man insurance on the life or in the event of disability of any of its officers.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table shows the ownership of ~~Daulton~~ARX ~~Capital~~Gold Corporation’s 4,522,740,003 issued and outstanding shares of common stock as of ~~April 30~~August 28, ~~2012~~2013 by 1) each shareholder known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding shares, 2) each director and executive officer and 3) all directors and executive officers as a group. Except as otherwise indicated, each shareholder has sole voting and investment power with respect to the shares they beneficially own.

Name and Address	Number of Shares	Percent of Class
Terry Fields 3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169	600,000	.9%
TigerSprey Pte Ltd. (1)	912,560,000	20.2%
Ryan Beamin 3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169	19,000,000	32%
Matthew T. Verdon	–	–
Peter Stecher 3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169	0	0%
All officers and directors as a group	912,560,000	20.2%
All officers and directors as a group	19,600,000	32.9%
Ivory Mint Holdings (2)	1,500,000,000	33.2%
Endx Pte Ltd. (3)	912,560,000	20.2%

18(1) Beneficially owned by Mr. Brian Smith, 281 Coventry St South Melbourne, Victoria, Australia 3205

(2)

Beneficially owned by Mr. Irving Aronson, Suite 363, 19/21 Crawford Street, London ,England W1H 1PJ

(3)

Beneficially owned by Mr. Shane Aldred, 281 Coventry St South Melbourne, Victoria, Australia 3205

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

OnThere ~~April~~have ~~19,~~been ~~2010,~~no share issuances to any officers or Directors in the ~~Board~~last year. None of ~~Directors authorized~~the ~~600~~Company’s directors,~~000~~ ~~shares~~officers ofor ~~restricted~~principal ~~common~~stockholders, nor ~~stock~~any toassociate beor ~~issued~~affiliate toof the ~~President~~foregoing, ~~Terry~~have ~~Fields~~any interest, ~~and~~direct ~~250~~or indirect,~~000~~ ~~shares~~in ofany ~~restricted common~~transaction ~~stock~~or toin ~~Michael~~any ~~Mulberry~~proposed transactions, which ~~Vice~~has ~~President,~~materially ~~for~~affected ~~services~~or ~~rendered. The~~will ~~aforementioned~~materially ~~shares~~affect ~~were~~us ~~issued~~during ~~September 14~~the fiscal year ended April 30, ~~2010~~2013.

On December 15, 2010, Vice President and Director Michael Mulberry forgave his loan to the Company of $15,000 upon resigning his offices. Additional Paid-in Capital was credited accordingly.

Other than as noted above, none of the Company’s directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us during the fiscal year ended April 30, 2011.

Item 14.

Principal Accounting Fees and Services.

~~John~~Salberg ~~Kinross-Kennedy~~& Company. P.A. served as ~~Daulton Capital~~ARX Gold Corporation’s independent registered public ~~accountant~~accounting ~~during~~firm ~~the~~for ~~period from~~ the ~~inception~~years ~~of Daulton Capital (January 8, 2008) to the fiscal year~~ ended April 30, 2013 and 2012. The following table shows the aggregate fees billed to ~~Daulton~~ARX ~~Capital~~Gold Corporation during ~~the periods~~these ~~ended April 30, 2012 and 2011 by Mr. Kinross-Kennedy.~~periods:

	2012		2011
	2013		2012
Audit Fees	$	245,000	$	231,000
Audit-Related Fees	$	~~2,000~~0		~~600~~0
Financial Information Systems		0		0
Design and Implementation Fees		0		0
Tax Fees		0		0
All Other Fees		0		0

Audit fees. ~~represent~~Consists ~~amounts~~of fees billed for ~~professional~~ ~~services rendered for~~ the audit of ~~Daulton~~our ~~Capital’s~~ annual financial statements, ~~and~~review ~~the~~of ~~reviews~~our Form 10-K, review of ~~the~~our interim financial ~~statements~~ statements included in ~~Daulton~~our ~~Capital’s~~Form 10-Q ~~reports~~and ~~during~~services ~~the~~that ~~fiscal~~are ~~year. Before~~normally ~~Mr.~~provided ~~Kinross-Kennedy was engaged~~ by ~~Daulton~~our ~~Capital~~independent toregistered ~~render~~public ~~audit~~accounting ~~services,~~firm ~~the~~in connection ~~engagement~~with ~~was~~year-end ~~approved~~and byquarterly ~~Daulton~~statutory ~~Capital’s~~and ~~Board~~regulatory offilings ~~Directors~~or engagements.

19Audit-related fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.

Tax fees. Consists of professional services rendered by our independent registered public accounting firm for tax compliance, tax advice and tax planning.

Other fees. The services provided by our independent registered public accounting firm within this category consisted of advice and other services not included in the above categories.

PART IV

Item 15.

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this report or are incorporated by reference to previous filings, if so indicated.

EXHIBIT NO.	DESCRIPTION
3.1	Articles of Incorporation and Certificate of Amendment (1)
3.2	Amendment to Articles of Incorporation, effective as of October 17, 2008 (2)
3.3	Amendment to Articles of Incorporation, effective as of August 7, 2009 (3)
3.5	Bylaws (1)
5.1	Opinion of John Kinross-Kennedy, CPA
10.1	Stock purchase agreement between Ryan Beamin and Peter Maddocks dated May 18, 2012 (4)
10.4	Ballarat Option Agreement, dated February 22, 2010, between the Company and Shawn Ryan (6)
10.2	Share Purchase Agreement between Daulton Capital Corp. and Grimsby investments Ltd. (5)
10.4(a)	Ballarat Extension Agreement, dated March 14, 2010, between the Company and Shawn Ryan (7)
10.3	ARX Springs Project Definitive Feasibility Study dated June 15, 2012. *
10.4(b)	Amendment to Ballarat Option Agreement, dated March 31, 2010, between the Company and Shawn Ryan (8)
10.4	ARX Springs Project Tribute Agreement (5)
10.5	~~Hunker~~ARX ~~Option~~Springs ~~Agreement,~~Stage ~~dated~~Tribute ~~February~~Variation ~~25,~~Agreement ~~2010, between the Company and Shawn Ryan~~ (95)
10.6	~~Purchase~~ARX ~~Agreement,~~Springs ~~dated~~Stage ~~April~~Tribute ~~11,~~Variation ~~2011,~~Map ~~between the Company and South Pacific Connection~~ (~~James Das~~5) ~~(10)~~
10.7	~~Termination~~ML ~~Agreement,~~9007 ~~dated~~Tribute ~~April~~Agreement ~~29, 2011, between the Company and Shawn Ryan~~ (115)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.8	ARX Sublicense Agreement (5)
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.9	Riverstone Master Agreement (5)
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.10	Riverstone Master Schedule A Map (5)
101.INS	XBRL Instance Document*
10.11	Riverstone Master Schedule B Environmental Approvals (5)
101.SCH	XBRL Schema Document*
10.12	Riverstone Master Schedule F EPA Approvals (5)
101.CAL	XBRL Calculation Linkbase Document*
10.13	Riverstone Master Schedule M Mining License (5)
101.DEF	XBRL Definition Linkbase Document*
10.14	Riverstone Master Schedule SA Sample Stage Agreement (5)
101.LAB	XBRL Label Linkbase Document*
10.15	Termination Agreement between Daulton Capital and South Pacific Connection Limited and Alexander Mining Limited (5)
101.PRE	XBRL Presentation Linkbase Document*
10.16	Amendment to Share Purchase Agreement between Daulton Capital Corp. and Grimsby investments Ltd. (6)
10.17	Royalty agreement between Daulton Capital Corp., Endx Pte Ltd., and Tigersprey Pte. Ltd. dated August 28, 2012 (7)
10.18	Gold Forward Sales Contract between Grimbsy Investments limited and Salam International Limited dated June 18, 2012 (8)
10.19	Gold Forward Sales Contract Amendment Grimbsy Investments limited and Salam International Limited (8)
10.20	ARX Gold – Ascot Mining PLC – Veritas Gold CR SA Agreement (8)
10.21	ARX Gold – Ascot Mining PLC – Veritas Gold CR SA Addendum (8)
10.22	ARX Gold – Ascot Mining PLC – Veritas Gold CR SA Addendum II (8)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS†	XBRL Instance Document
101.SCH†	XBRL Schema Document
101.CAL†	XBRL Calculation Linkbase Document
101.DEF†	XBRL Definition Linkbase Document
101.LAB†	XBRL Label Linkbase Document
101.PRE†	XBRL Presentation Linkbase Document*

________________

(1)	Incorporated by reference to the Company’s Registration Statement on Form S-1 filed on June 27, 2008.
(2)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 23, 2008.
(3)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 11, 2009
(4)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on ~~August~~May 122, ~~2008~~2012.
(5)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on ~~April~~May 30, ~~2009~~2012.
(6)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on ~~February~~August 2631, ~~2010~~2012.
(7)	Incorporated by reference to the Company’s Quarterly Report on Form 108-QK/A filed on ~~March~~January 1922, ~~2010~~2013.
(8)	Incorporated by reference to the Company’s Current Report on Form 810-~~K/A~~Q filed on ~~April~~January 2922, ~~2010~~2013.
(9)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 2, 2010.
(10)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 20, 2011.
(11)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 5, 2011.

20* Filed herein.

† Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these section.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DAULTON CAPITAL CORP.
	ARX GOLD CORPORATION
Date: August 13, 2012	By:	/s/ Arun Pudur
Date: September 4, 2013	By:	/s/ Brian Smith
		Director
		Chief Executive Officer (Principal Executive Officer) and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: August 13, 2012	By:	/s/ Arun Pudur
Date: September 4, 2013	By:	/s/ Brian Smith
		Arun Pudur, Director
		Brian Smith, Chief Executive Officer (Principal Executive Officer), Principal Accounting Officer and Director
Date: September 4, 2013	By:	/s/ Matthew T. Verdon
		Matthew T. Verdon, Director

2129

~~REPORT~~ARX OFGOLD ~~INDEPENDENT~~CORPORATION ~~REGISTERED~~AND ~~PUBLIC ACCOUNTING FIRM~~SUBSIDIARIES

~~To:~~(A ~~The~~DEVELOPMENT ~~Board~~STAGE ~~of Directors and Shareholders~~COMPANY)

~~Daulton~~consolidated Financial ~~Capital Corporation~~statements

~~Seagram~~For ~~Building~~the Years Ended April 30, 2013 and 2012 and

~~3745~~for ~~Park~~the ~~Avenue~~Period from May 28, ~~Suite~~2010 ~~2607~~(Inception) to April 30, 2013

~~New~~ARX ~~York,~~GOLD NYCORPORATION ~~10152-2600~~AND SUBSIDIARIES

I have audited the accompanying balance sheet of Daulton Capital Corporation as of April 30, 2012 and 2011 and the related statements of operations, stockholders’ equity and cash flows for the years then ended including the three month periods ended April 30, 2012 and 2011, and for the period from inception (~~January~~A 8,DEVELOPMENT ~~2008)~~STAGE ~~to April 30, 2012 These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.~~COMPANY)

IINDEX ~~conducted~~TO myCONSOLIDATED ~~audit~~FINANCIAL in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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 statement presentation. I believe that my audit provides a reasonable basis for my opinion.STATEMENTS

~~The~~For ~~accompanying financial statements have been prepared assuming that~~ the ~~Company~~Years ~~will~~Ended ~~continue~~April ~~as a going concern. As discussed in Note 2 to the financial statements~~30, ~~the Company~~2013 ~~has~~and ~~suffered losses~~ 2012 and isfor ~~not yet able to cover its operating expenses. This raises substantive doubt about~~ the ~~Company’s ability~~Period tofrom ~~continue~~May as28, a2010 ~~going~~(Inception) ~~concern. Management’s plans in regard~~ to ~~these~~April ~~matters~~30, ~~are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~2013

In my opinion, based on my audit, the financial statements referred to above present fairly, in all material respects, the financial position of Daulton Capital Corporation as of April 30, 2012 and 2011 and the results of its operations, its stockholders’ equity and its cash flows for the years then ended, including the three month periods ended April 30, 2012 and 2011, and for the period from inception (January 8, 2008) to April 30, 2012, in conformity with United States generally accepted accounting principles.CONTENTS

The Company has determined that it is not required to have, nor was I engaged to perform, an audit of the effectiveness of its documented internal controls over financial reporting.

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Financial Statements:

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Income (Loss)	F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 to F-19

/s/ John Kinross-Kennedy

John Kinross-Kennedy

Certified Public Accountant

Irvine, California

August 13, 2012

F-1

~~DAULTON~~Report ~~CAPITAL~~of ~~CORPORATION~~Independent Registered Public Accounting Firm

~~(An~~To ~~Exploration~~the ~~Stage~~Board ~~Company)~~of Directors and Stockholders of:

~~Balance~~ARX ~~Sheet~~Gold Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheets of ARX Gold Corporation and Subsidiaries (a development stage company) as of April 30, 2013 and 2012 and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the two years in the period ended April 30, 2013, and for the period from May 28, 2010 (inception) to April 30, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

	2012			2011
ASSETS
Current Assets
Cash and Cash Equivalents	$	56		$	4,199
Other Assets
Mining Property Interest		25,000			–
TOTAL ASSETS	$	25,056		$	4,199
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Account Payable		23,224			–
Stockholder Loan		25,000			–
Loans from Officers		43,616			90,492
		91,840			90,492
Commitments and contingencies (Note 5)
Stockholders' Deficit
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none outstanding as at April 30, 2012 and 2011.
Common Stock, $0.001 par value, 200,000,000 shares authorized, 60,240,003 shares issued and outstanding at April 30, 2012 and at April 30, 2011		60,240			60,240
Additional paid-in capital		989,137			896,761
Subscriptions Received		20,000			3,000
Deficit accumulated in the exploration stage		(1,136,161	)		(1,046,294	)
Total Stockholders' Deficit		(66,784	)		(86,293	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	25,056		$	4,199

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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~See~~In ~~accompanying~~our ~~notes~~opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial ~~statements~~position of ARX Gold Corporation and Subsidiaries as of April 30, 2013 and 2012, and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2013, and for the period from May 28, 2010 (inception) to April 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company reported a net loss and cash used in operations of $1,148,471 and $501,943 for the year ended April 30, 2013 and as of April 30, 2013, has a working capital deficit, stockholders’ deficit and deficit accumulated during the development stage of $762,974, $762,974 and $1,211,548, respectively, and is in the development stage with no revenues. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

September 4, 2013

F-2

~~DAULTON~~ARX ~~CAPITAL~~ GOLD CORPORATION AND SUBSIDIARIES

(AnA DEVELOPMENT ~~Exploration~~STAGE ~~Stage Company~~COMPANY)

~~Statement~~CONSOLIDATED BALANCE ~~of Operations~~ SHEETS

													For the period
	April 30,			April 30,
													of Inception,
	2013			2012
													from Jan. 8,
ASSETS
	For the 3 months ended						For the year ended						2008 through
Current Assets:
	April 30,						April 30,						April 30,
Cash	$	6,402		$	–
	2012			2011			2012			2011			2012
Due from related party		400			850
Revenues
Total Current Assets		6,802			850
Crude Oil Production	$	–		$	–		$	–		$	–		$	17,189
Total Assets	$	6,802		$	850
Costs and Expenses
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Mining Exploration		–			–			–			–			40,203
Current Liabilities:
Salary & Wages		–			–			–			–			45,000
Loans payable	$	515,962		$	–
Consulting					60,000			35,000			238,500			282,664
Accounts payable		105,975			–
Professional Fees					1,230			43,062			16,120			129,168
Accounts payable - related party officer		60,000			–
Occupancy Expense		738			764			2,963			3,266			16,708
Accrued expenses		87,810			64
Stock Transfer Fees					1,000			1,469			4,726			13,149
Due to related party		29			–
Abandonment Loss					385,000						385,000			385,000
Total Current Liabilities		769,776			64
Impairment of mineral property interests					–						–			190,000
Total Liabilities		769,776			64
Other General & Administrative		548			5,359			7,373			58,453			51,458
COMMITMENTS AND CONTINGENCIES (Note 9)
Total Expenses		1,286			453,353			89,867			706,065			1,153,350
Stockholders' Equity (Deficit):
Operating Loss		(1,286	)		(453,353	)		(89,867	)		(706,065	)		(1,136,161	)
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding at April 30, 2013 and 2012.		–			–
Net Loss	$	(1,286	)	$	(453,353	)	$	(89,867	)	$	(706,065	)	$	(1,136,161	)
Common stock $0.001 par value; 5,000,000,000 shares authorized; 4,413,240,003 and 4,148,000,000 issued and outstanding at April 30, 2013 and 2012, respectively		4,413,240			4,148,000
Net Loss per share,
Additional paid-in capital		(3,957,092	)		(4,084,239	)
basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
Deficit accumulated during development stage		(1,211,548	)		(63,077	)
Weighted average number of shares
Accumulated other comprehensive income (loss)		(7,574	)		102
outstanding, basic and diluted		60,240,003			60,240,003			60,240,003			59,552,941
Total Stockholders' Equity (Deficit)		(762,974	)		786
Total Liabilities and Stockholders' Equity (Deficit)	$	6,802		$	850

See accompanying notes to the consolidated financial statements.

F-3

~~DAULTON~~ARX ~~CAPITAL~~ GOLD CORPORATION AND SUBSIDIARIES

(AnA DEVELOPMENT ~~Exploration~~STAGE ~~State Company~~COMPANY)

~~Statement~~CONSOLIDATED STATEMENTS ofOF ~~Stockholders'~~OPERATIONS ~~Equity~~AND COMPREHENSIVE INCOME (~~Deficit~~LOSS)

For the period from Inception, January 8, 2008, to April 30, 2012

	For the Years Ended April 30,						For the Period from May 28, 2010 (Inception) to April 30,
	2013			2012			2013

REVENUES	$	–		$	–		$	–

OPERATING EXPENSES:
Compensation		46,798			62,826			109,624
Professional fees		768,119			–			768,119
Development costs - related party		325,867			–			325,867
General and administrative		7,687			155			7,938

Total Operating Expenses		1,148,471			62,981			1,211,548

LOSS FROM OPERATIONS		(1,148,471	)		(62,981	)		(1,211,548	)

NET LOSS	$	(1,148,471	)	$	(62,981	)	$	(1,211,548	)

COMPREHENSIVE LOSS:

NET LOSS	$	(1,148,471	)	$	(62,981	)	$	(1,211,548	)

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized foreign currency translation Income (loss)		(7,676	)		(11	)		(7,574	)

COMPREHENSIVE INCOME (LOSS)	$	(1,156,147	)	$	(62,992	)	$	(1,219,122	)

Net Loss per Common Share (Basic and Diluted)	$	–		$	–

Weighted Average Shares Outstanding:- Basic and Diluted		4,397,252,934			4,148,000,000

											Accumulated
					Sub-			Additional			Deficit During
	Common Stock				scriptions			Paid-in			Exploration
	Shares		Amount		Received			Capital			Stage			Total
Balances at Inception, January 8, 2008		–	$	–	$	–		$	–		$	–		$	–
Common stock issued for cash on Jan. 14, 2008 at $0.098		28,800,000		28,800					(11,223	)					17,577
Common stock issued for cash on Feb. 21, 2008 at $0.0977		24,000,000		24,000					122,477						146,477
Net loss for the period												(11,594	)		(11,594	)
Balances at April 30, 2008		52,800,000	$	52,800	$	–		$	111,254		$	(11,594	)	$	152,460
Common stock issued for purchase of a working interest in wells at $0.30 per share Oct. 16, 2008		4,800,000		4,800					85,200						90,000
Net loss for the year												(51,710	)		(51,710	)
Balances at April 30, 2009		57,600,000	$	57,600	$	–		$	196,454		$	(63,304	)	$	190,750
Capital contributed Dec. 31, 2010		12,447		12,447
Subscriptions Received for common stock Nov. 2009 to March, 2010						89,000									89,000
Net loss for the year												(276,925	)		(276,925	)
Balances at April 30, 2010		57,600,000	$	57,600	$	89,000		$	208,901		$	(340,229	)	$	15,272
Common stock issued for services September 14, 2010 at $0.21		850,000		850					177,650						178,500
Shares issued at $0.32 as partial consideration in acquisition of mineral lease Nov. 15, 2010		750,000		750					239,250						240,000
Common stock issued for subscriptions December 3,2010 at $0.30 per sh.		33,334		33		(10,000	)		9,967						–
Director contributed his loan to the Company, Dec. 15, 2010									15,000						15,000
Subscriptions received for common stock Dec. 22, 2010						76,000									76,000
Shares issued at $0.19 as partial consideration in acquisition of mineral lease Jan. 13, 2011		500,000		500					94,500						95,000
Common stock issued for subscriptions March 11, 2011 at $0.30 per sh.		506,669		507		(152,000	)		151,493
Net loss for the year												(706,065	)		(706,065	)
Balances at April 30, 2011		60,240,003	$	60,240	$	3,000		$	896,761		$	(1,046,294	)	$	(86,293	)
Subscription added to issue of March 11, 2011						(3,000	)		3,000						–
Subscriptions received for common stock May 11, 2011						20,000									20,000
Stockholder contributed debt April 30, 2012									12,500						12,500
Officer contributed debt April 30, 2012									76,876						76,876
Net loss for the year												(89,867	)		(89,867	)
Balances at April 30, 2012		60,240,003	$	60,240	$	20,000		$	989,137		$	(1,136,161	)	$	(66,784	)

See accompanying notes to the consolidated financial statements.

See accompanying notes to financial statements.

F-4

~~DAULTON~~ARX ~~CAPITAL~~ GOLD CORPORATION AND SUBSIDIARIES

~~(An~~CONSOLIDATED STATEMENTS ~~Exploration~~OF ~~Stage~~CHANGES ~~Company~~IN STOCKHOLDERS' EQUITY (DEFICIT)

~~Statement~~(A DEVELOPMENT ofSTAGE ~~Cash Flows~~ COMPANY)

							For the period
							of Inception,
							from Jan 8,
	For the year ended						2008 through
	April 30,						April 30,
	2012			2011			2012
Cash Flows From Operating Activities
Net Income (Loss)	$	(89,867	)	$	(706,065	)	$	(1,136,161	)
Adjustments to reconcile net loss to net cash used by operating activities:
Non cash issue of stock for services		–			178,500			178,500
Change in operating assets and liabilities:
Accounts payable		23,224			–			23,224
Net Cash used by operating activities		(66,643	)		(527,565	)		(934,437	)
Cash Flows From Investing activities
Purchase mineral and oil & gas property interests		–			–			(240,000	)
Non cash issue of stock for interest in oil and gas leasehold		–			335,000			425,000
Mineral property interest		(25,000	)		–			(25,000	)
Abandonment of mineral and oil & gas interests		–			50,000			240,000
Net Cash (used by) Investing Activities		(25,000	)		385,000			400,000
Cash Flows From Financing Activities
Proceeds of the sale of Stock		–			–			164,054
Subscriptions Received		17,000			76,000			182,000
Stockholder Loan		25,000			–			25,000
Proceeds of loans from officers		(46,876	)		60,000			43,616
Contribution of capital		92,376			–			119,823
Net Cash provided by Financing Activities		87,500			136,000			534,493
Net Increase (Decrease) in Cash		(4,143	)		(6,565	)		56
Cash at beginning of period		4,199			10,764			–
Cash at end of period	$	56		$	4,199		$	56
Cash Paid For:
Interest	$	–		$	–		$	–
Income Taxes	$	–		$	–		$	–

For the Years Ended April 30, 2013 and 2012 and

~~See~~For the ~~accompanying~~Period ~~notes~~from May 28, 2010 (Inception) to ~~financial~~April ~~statements.~~ 30, 2013

	Preferred Stock				Common Stock				Additional Paid-in			Deficit Accumulated During Development			Accumulated Other Comprehensive			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital			Stage			Income (Loss)			(Deficit)

Balance, May 28, 2010 (Inception)		–	$	–		–	$	–	$	–		$	–		$	–		$	–

Common stock issued to founders		–		–		4,148,000,000		4,148,000		(4,148,000	)		–			–			–

Cash contributed by founders		–		–		–		–		420			–			–			420

Net loss for period		–		–		–		–		–			(96	)		–			(96	)

Comprehensive income		–		–		–		–		–			–			113			113

Balance, April 30, 2011		–		–		4,148,000,000		4,148,000		(4,147,580	)		(96	)		113			437

Cash contributed by founders		–		–		–		–		515			–			–			515

Stock-based compensation		–		–		–		–		62,826			–			–			62,826

Net loss for year		–		–		–		–		–			(62,981	)		–			(62,981	)

Comprehensive loss		–		–		–		–		–			–			(11	)		(11	)

Balance, April 30, 2012		–		–		4,148,000,000		4,148,000		(4,084,239	)		(63,077	)		102			786

Recapitalization of Company		–		–		265,240,003		265,240		(285,490	)		–			–			(20,250	)

Services paid for with common stock of stockholder		–		–		–		–		367,933			–			–			367,933

Contributed capital		–		–		–		–		44,704			–			–			44,704

Net loss for year		–		–		–		–		–			(1,148,471	)		–			(1,148,471	)

Comprehensive loss		–		–		–		–		–			–			(7,676	)		(7,676	)

Balance, April 30, 2013		–	$	–		4,413,240,003	$	4,413,240	$	(3,957,092	)	$	(1,211,548	)	$	(7,574	)	$	(762,974	)

See accompanying notes to the consolidated financial statements.

F-5

~~Daulton~~ARX ~~Capital~~GOLD ~~Corporation~~CORPORATION AND SUBSIDIARIES

(AnA ~~Exploration~~DEVELOPMENT ~~Stage Company~~STAGE COMPANY)

~~Notes~~CONSOLIDATED STATEMENTS toOF ~~Financial~~CASH ~~Statements~~FLOWS

April 30, 2012

	For the Year Ended April 30,			For the Year Ended April 30,			For the Period from May 28, 2010 (Inception) to April 30,
	2013			2012			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,148,471	)	$	(62,981	)	$	(1,211,548	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		–			62,826			62,826
Contributed services		412,637						412,637
Changes in assets and liabilities:
Due from related party		439			(440	)		(376	)
Accounts payable		105,719			–			105,719
Accounts payable - related party officer		60,000			–			60,000
Accrued expenses		67,733			64			67,797

NET CASH USED IN OPERATING ACTIVITIES		(501,943	)		(531	)		(502,945	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans		515,950			–			515,950
Proceeds from related party advances		556			–			556
Repayment of related party advances		(527	)		–			(527	)
Shareholder contribution		–			515			935
								.
NET CASH PROVIDED BY FINANCING ACTIVITIES		515,979			515			516,914

Effect of Exchange Rate Changes on Cash		(7,634	)		5			(7,567	)

Net Increase (Decrease) in Cash		6,402			(11	)		6,402

Cash, Beginning of Period		–			11			–

Cash, End of Period	$	6,402		$	–		$	6,402

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	–		$	–		$	–
Cash paid for income taxes	$	–		$	–		$	–

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in accounts payable in connection with recapitalization	$	250		$	–		$	250
Increase in accrued expenses in connection with recapitalization	$	20,000		$	–		$	20,000

~~1. Basis~~See accompanying ofnotes ~~Presentation~~to ~~and~~the ~~Nature~~consolidated offinancial ~~Operations~~statements.

These audited financial statements as of and for the year ended April 30, 2012 reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

Organization

Daulton Capital Corporation (the “Company”) was incorporated under the laws of the State of Nevada January 8, 2008. The Company was organized for the purpose of engaging in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America. The company became engaged in the oil and gas industry.

Current Business of the Company

In February, 2008 the Company purchased a 20% working interest /16% Net Revenue Interest in a producing oil well known at Mayberry No. 1, located in an oil and gas leasehold estate in Creek County, Oklahoma. In June, 2008 Semcrude, Inc., the collector of the oil produced by the well, reported bankruptcy under Chapter 11 of the Bankruptcy Code. Payments to the Company for oil sold were suspended. The wells were shut in pending the resolution of issues that arose during bankruptcy proceedings.

On July 30, 2008 the Company purchased a 5% working interest / 4% net revenue interest in six oil wells known as the Glencoe Wells located in an oil and gas leasehold estate in Pawnee County, Oklahoma. The purchase was paid in restricted common stock.

Volumetric calculations of the wells were not performed.

Property Acquisition Costs:
	Unproved
Mayberry No. 1 well	$	100,000
Glencoe Wells		90,000
	$	190,000

F-6

~~Impairment~~ARX ofGOLD ~~these~~CORPORATION ~~long~~AND lived assets was considered under FASB ASC Topic 360. Future cash flows from and beyond probable reserves was considered to be zero. The wells were considered 100% impaired in April, 2010 and written down accordingly.SUBSIDIARIES

~~Options~~(A onDEVELOPMENT ~~Mineral~~STAGE ~~Claims~~COMPANY)

InNOTES ~~February~~TO ~~2010~~CONSOLIDATED ~~the~~FINANCIAL Company entered into two option agreements with an individual, Shawn Ryan of Dawson City, Yukon Territory, Canada for the purchase of two groups of mineral claims in the Yukon Territory known as the Ballarat Property and the Hunker Project. The Ballarat Property consists of 38 mineral claims covering 1900 acres and the Hunker Project consists of 121 mineral claims covering 6,000 acres in known gold producing areas. The options require certain payments on or before February 15, 2014:STATEMENTS

-For ~~staged~~the ~~cash~~Years ~~payments~~Ended toApril ~~Mr.~~30, ~~Ryan~~2013 ~~totaling~~and 2012 ~~$400~~and for the Period From May 28,~~000~~ 2010 (Inception) to April 30, 2013

-Note ~~staged issue of~~ 1 – Organization,~~250,000~~ ~~common~~nature ~~shares~~of tooperations ~~Mr.~~AND ~~Ryan~~RECAPITALIZATIONS

-ARX ~~staged~~Gold ~~expenditures~~Corporation, ~~for~~formerly ~~work~~Daulton Capital Corp., (“ARX Gold”) was incorporated under the laws of the State of Nevada on July 8, 2008. On May 22, 2012, ARX Gold, Grimsby Investments Limited (“Grimsby”), a company incorporated under the ~~properties~~law ~~totaling~~of the British Virgin Islands on March 8, 2012, and the stockholders of Grimsby (“Grimsby Shareholders”) entered into a Share Exchange. Upon closing of the transaction contemplated under the Share Exchange, as amended, on May 22, 2012 (the “Closing Date”), the Grimsby Shareholders (4 entities) transferred all of the issued and outstanding capital stock of Grimsby to ARX Gold in exchange for an aggregate of 4.148 billon shares of the common stock of ARX Gold and a commitment to pay royalties of $17,~~260~~500,000 to two original founding stockholders of Grimsby, as amended retroactively in August 2012 for an original $150 million debt to the four original founding stockholders of Grimsby. Such exchange caused Grimsby to become a wholly-owned subsidiary of ARX Gold. ARX Gold and Grimsby with its subsidiaries are collectively referred to as “the Company”.

The ~~first~~Share ~~payments~~Exchange was accounted for as a reverse-merger and recapitalization since the stockholders of ~~$25,000~~Grimsby obtained voting and management control of ARX Gold. Grimsby ~~due~~was the acquirer for ~~each~~financial ~~option~~reporting ~~were~~purposes ~~paid~~and ARX Gold was the acquired company. ~~The~~Consequently, ~~Company~~the ~~defaulted~~assets onand liabilities and the ~~second~~operations ~~annual~~reflected ~~combined~~in ~~payment~~the historical financial statements prior to the Exchange are those of ~~$125,000,~~Grimsby ~~which~~and was ~~due February~~recorded ~~15,~~at ~~2011.~~the Onhistorical ~~April~~cost 29basis of Grimsby, ~~2011~~and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both Grimsby and ARX Gold and the Company’s ~~signed~~consolidated aoperations ~~letter~~from the closing date of the ~~termination,~~Share ~~releasing~~Exchange. ~~its~~All ~~interest~~share and per share information in the ~~mineral~~accompanying ~~options~~consolidated financial statements and footnotes have been retroactively restated to reflect the recapitalizations.

On ~~April~~May 1825, ~~2011 The Company entered into a purchase agreement with South Pacific Connection Ltd.~~2012, aDaulton ~~Papua~~Capital ~~New Guinea Company, for the purchase of an 80% working~~Corp. ~~interest~~changed inits aname ~~mining~~to ~~claim~~Celframe inARX ~~Papua~~Resources ~~New Guinea~~Corp. ~~The~~and ~~agreement~~on ~~called~~October ~~for~~16, ~~a payment of 2~~2012,~~500,000~~ ~~shares~~Celframe ofARX ~~restricted~~Resources ~~common stock staged over five years in 500,000 share increments~~Corp. Inchanges ~~addition~~its ~~the~~name ~~Company was~~ to ~~incur a total of $3,400,000 in total capital~~ARX ~~expenditures~~Gold ~~over the next five years~~Corporation.

2On March 26, 2012, agents of Grimsby established ARX Springs Pte, Ltd. ~~Summary~~, (“ARX Pte”), a company incorporated in Singapore, in anticipation of ~~Significant~~a ~~Accounting~~future ~~Policies~~restructuring of the Company. At the time of its incorporation, ARX Pte had no operations, assets or stockholders.

~~Use~~On April 12, 2012, the one founding stockholder of ~~Estimates~~ARX Springs Pty. Ltd. (“ARX Springs”) which was formed on November 11, 2011, and the two founding stockholders of ARX Pacific Resources Pty Ltd. (“ARX Pacific”) which was formed on May 28, 2010, transferred 100% of their respective ownerships in such companies to ARX Pte.

~~The~~On ~~preparation~~May of15, ~~financial statements~~2012, in ~~conformity~~connection with ~~accounting~~a ~~principles~~reorganization of ~~generally~~Grimsby, ~~accepted~~100% inof the ~~United~~founders’ ~~States~~shares of ~~America~~ARX ~~requires~~Pte ~~management~~were issued to ~~make certain~~Grimsby ~~estimates~~ and ~~assumptions~~Grimsby ~~that~~issued ~~affect~~its ~~the~~founders ~~reported~~shares ~~amounts~~to offour entities. ~~assets~~On ~~and~~May ~~liabilities~~22, at2012, ~~the~~immediately ~~date~~after of the ~~financial~~Share ~~statements~~Exchange, ~~and~~ ~~reported~~the ~~amounts~~Company’s oforganizational ~~revenue~~structure ~~and~~of ~~expenses during~~ the ~~reporting~~Company ~~period. Actual results could differ materially from those estimates.~~is ~~Significant~~as ~~estimates made by management are, among others, reliability of long-lived assets, deferred taxes and stock option valuation.~~follows:

~~Cash~~Pursuant to certain mining rights agreements (see Note 3), ARX Pacific and ~~equivalents~~ARX Springs, together referred to as the “ARX Companies”) have the rights to mine and extract gold and other materials from certain properties in Australia as described in Note 3.

Cash and equivalents include investments with initial maturities of three months or less.

F-7

~~Fair~~ARX ~~Value~~GOLD ofCORPORATION ~~Financial~~AND ~~Instruments~~SUBSIDIARIES

~~The Financial Accounting Standards Board issued ASC~~ (~~Accounting~~A ~~Standards~~DEVELOPMENT ~~Codification)~~STAGE ~~820-10 (SFAS No. 157~~COMPANY), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

-NOTES ~~Level~~TO 1:CONSOLIDATED ~~Quoted~~FINANCIAL ~~prices in active markets for identical assets or liabilities~~STATEMENTS

-For ~~Level~~the 2:Year ~~Observable~~Ended ~~inputs~~April ~~other~~30, ~~than~~2013 ~~Level~~and 2012 1and ~~prices such as quoted prices~~ for ~~similar~~the ~~assets~~Period orFrom ~~liabilities;~~May ~~quoted~~28, ~~prices~~2010 in(Inception) ~~markets~~to ~~that~~April ~~are~~30, ~~not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.~~2013

-NOTE 2 ~~Level~~– 3:BASIS ~~Unobservable~~OF ~~inputs~~PRESENTATION, ~~that~~GOING ~~are~~CONCERN ~~supported~~AND bySummary ~~little~~of ~~or no market activity and that are~~ significant ~~to the fair value of the assets or liabilities.~~accounting policies

~~The~~Basis ~~carrying amounts~~ of ~~the~~presentation ~~Company’s~~and ~~financial~~principles ~~instruments as~~ of ~~April 30, 2012, reflect:~~consolidation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and in U.S. dollars and present the consolidated financial statements of the Company and its wholly-owned ~~Cash:~~subsidiaries ~~Level~~as ~~One~~of ~~measurement~~April 30, ~~based~~2013 onand ~~bank~~2012. ~~reporting~~In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.

-As ~~Subscriptions~~a ~~Received:~~result ~~Level~~of 2the ~~based~~Company's focus on ~~contract~~gold exploration and ~~cash~~because ~~receipts~~the Company has no revenues, the Company is considered a development stage company as defined in ASC 915 “Development Stage Entities”. Activities during the development stage include implementation of the Company’s business plan, reorganization activities and fund raising. The Company plans on raising capital to implement its business plan and to begin development activities.

-Details ~~Loans~~of ~~from~~the ~~Officers:~~Company’s ~~Level~~subsidiaries are 3as ~~based on promissory notes.~~follows:

Income Taxes

Name	Domicile and date of incorporation	Registered capital	Effective ownership	Principal activities
Grimsby Investments, Ltd.	British Virgin Islands March 8, 2012	U.S dollars $100	100%	Holding company

ARX Springs Pte.	Republic of Singapore March 26, 2012	Singapore dollars (“S$”) 100,000	100%	Holding company

ARX Springs Pty. Ltd.	Australia November 11, 2011	Australian dollars (“AUS$”) 30,000	100%	Pursuant to various agreements, ARX Springs has the right to explore, mine and extract gold and other minerals from certain properties.

ARX Pacific Resources Pty. Ltd.	Australia May 28, 2010	AUS$ 1,000	100%	Pursuant to various agreements, ARX Pacific has the right to explore, mine and extract gold and other minerals from certain properties.

~~The~~Going Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.concern

~~The~~As ~~Company~~reflected in the accompanying consolidated ~~generated~~financial astatements, ~~deferred~~the ~~tax~~Company ~~credit~~had ~~through~~a net ~~operating~~ loss ~~carry-forward.~~and ~~However,~~net acash ~~valuation~~used ~~allowance~~in operations of ~~100%~~$1,148,471 ~~has~~and ~~been~~$501,943, ~~established.~~respectively, for ~~The~~the ~~Company~~year ~~has~~ended April 30, 2013 and a ~~Net~~working ~~Operating~~capital ~~Loss~~deficit, a stockholders’ deficit, and a deficit accumulated during development stage of $762,974, $762,974 and $1,~~136~~211,~~000~~548, asrespectively, at April 30, ~~2011,~~2013 ~~which~~and ~~can~~is bein ~~utilized~~the development stage with no revenues. These matters raise substantial doubt about the Company’s ability to ~~offset~~continue ~~taxable~~as ~~income~~a going concern. ~~They~~The ~~will~~ability of the Company to ~~begin~~continue as a going concern is dependent on the Company’s ability to ~~expire~~raise inadditional ~~2028~~capital, ~~unless~~implement ~~utilized~~its ~~first~~business plan, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company plans on raising capital though the sale of equity or debt instruments to commence operations.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

Recent Accounting Pronouncements

Fair Value Measurement - In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments in this update are to be applied prospectively. The amendments are effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.

F-8

~~Comprehensive~~ARX ~~Income~~GOLD ~~— In~~CORPORATION ~~June~~AND 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income." This update was amended in December 2011 by ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows. SUBSIDIARIES

Offsetting Assets and Liabilities --- In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (~~1) offset~~A inDEVELOPMENT ~~accordance~~STAGE ~~with either ASC 210-20-45 or ASC 815-10-45 or (2~~COMPANY) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.

ANOTES ~~variety~~TO ofCONSOLIDATED ~~proposed~~FINANCIAL or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.STATEMENTS

~~Going~~For ~~Concern~~the Year Ended April 30, 2013 and 2012 and for the Period From May 28, 2010 (Inception) to April 30, 2013

~~The~~NOTE ~~Company’s~~2 ~~financial statements~~- ~~are~~BASIS ~~prepared~~OF ~~using accounting principles generally accepted in the United States of America applicable to a going concern~~PRESENTATION, ~~which~~ ~~contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not~~GOING ~~yet~~CONCERN ~~established~~AND anSummary ~~ongoing source~~ of ~~revenues~~significant ~~sufficient~~accounting topolicies ~~cover its operating costs and to allow it to continue as a going concern. There was limited activity the current fiscal year. The company experienced a loss of $~~(~~89,867~~continued) in the year ended April 30, 2012 and $(1,136,161) since inception January 8, 2008. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

~~The~~Use ~~ability~~ of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its plans to generate revenue from its mining leases. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.estimates

~~Exploration~~The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates in fiscal 2013 and 2012 include the valuation of deferred tax assets, accruals for taxes due, and the value of stock-~~Stage~~based ~~Company~~compensation and contributed services.

~~The~~Fair ~~Company~~value is considered an exploration-stage company, with limited operating revenues during the periods presented, as defined by FASB Accounting Standards Codification ASC 915. ACS 915 requires companies to report their operations, shareholders deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as January 8, 2008. Since inception, the Company has incurred an operating loss of ~~$1,136,161.~~financial ~~The Company’s working~~instruments ~~capital has been generated through the sales of common stock~~ and ~~limited~~fair ~~revenue~~value from crude oil production. Management has provided financial data since January 8, 2008 in the financial statements, as a means to provide readers of the Company’s financial information to make informed investment decisions.measurements

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, due from related party, accounts payable, accrued expenses, loans payable, and due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of April 30, 2013 and 2012.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Cash and cash equivalents

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

F-9

~~Basic~~ARX ~~and~~GOLD ~~Diluted~~CORPORATION ~~Net~~AND ~~Loss per Share~~SUBSIDIARIES

Net loss per share is calculated in accordance with FASB ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (orA atDEVELOPMENT ~~the~~STAGE ~~time of issuance, if later~~COMPANY)~~, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.~~

~~The~~NOTES ~~Company~~TO ~~has~~CONSOLIDATED noFINANCIAL ~~potentially dilutive securities outstanding as of April 30, 2012.~~STATEMENTS

~~The following~~For isthe aYear ~~reconciliation~~Ended ofApril ~~the~~30, ~~numerator~~2013 and 2012 ~~denominator~~and offor the ~~basic~~Period ~~and~~From ~~diluted~~May ~~earnings per~~28, ~~share~~2010 ~~computations~~(Inception) ~~for~~to ~~the years ended~~ April 30, ~~2012 and 2011, respectively.~~ 2013

Numerator:
Basic and diluted net loss per share:	2012			2011
Net Loss	$	(89,867	)	$	(706,065	)
Denominator
Basic and diluted weighted average
Number of shares outstanding		60,240,003			59,552,941
Basic and Diluted Net Loss per Share	$	(0.00	)	$	(0.01	)

NOTE 2 - BASIS OF PRESENTATION, GOING CONCERN AND Summary of significant accounting policies (continued)

~~Accounting~~Mineral ~~for~~property ~~Oil~~acquisition and ~~Gas and Mining~~exploration ~~Producing Activities~~costs

The Company ~~utilizes~~follows ~~the~~ASC ~~full-cost~~930 “Extraction ~~method~~Activities of– Mining” in accounting for ~~extractive~~mining ~~properties~~costs. Costs of lease, ~~per~~acquisition, ~~FASB~~exploration, ~~ACS~~carrying ~~939.~~and ~~Under~~retaining unproven ~~this~~mineral ~~method,~~lease properties are expensed as incurred as “development costs” in the accompanying statements of operations. The Company ~~capitalizes~~has chosen to expense all mineral acquisition and exploration costs ~~associated~~as incurred given that it is still ~~with~~in ~~acquisition,~~the ~~exploration~~development stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of ~~mineral~~a ~~reserves~~plan for operating a mine, ~~including~~it ~~leasehold~~would ~~acquisition~~capitalize future costs, ~~geological~~until ~~and~~production ~~geophysical~~is established. When a property ~~expenditures,~~reaches ~~lease~~the ~~rentals~~production onstage, ~~undeveloped~~the ~~properties~~related ~~and~~capitalized costs will be depleted, using the units-of-production ~~mining~~method over the estimated life of ~~productive~~the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and ~~non-productive~~any ~~mines~~diminution ~~into~~in value. To date, the ~~full~~Company has not established the commercial feasibility ~~cost~~of ~~pool~~any onexploration aprospects; ~~country~~therefore, byall ~~country~~costs ~~basis~~are being expensed. During the years ended April 30, 2013 and 2012, the Company did not incur any exploration costs.

~~All~~Environmental capitalized costs of proven reserves, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made the Company assesses annually whether impairment has occurred, and impairment is expensed in the year of determination.Matters

~~The~~Our ~~Costs~~operations ofare ~~unproved~~subject ~~properties~~to evolving ~~are~~government ~~generally~~environmental ~~combined~~laws and ~~impaired~~regulations ~~over~~related ato ~~period~~the ~~that~~discharge of materials into the environment. Our process is ~~based~~not onexpected to produce harmful levels of emissions or waste by-products. However, these laws and regulations would require us to remove or mitigate the ~~average~~environmental ~~holding~~effects ~~period~~of ~~for~~the disposal or release of substances at our site should they occur. Compliance with such ~~properties~~laws and regulations can be costly. Additionally, governmental authorities may enforce the ~~company’s~~laws and regulations ~~experience~~with a variety of ~~successful~~civil ~~operations~~and criminal enforcement measures, including monetary penalties and remediation requirements. We are ~~Write~~not aware of any area of non-~~downs~~compliance ~~will~~with begovernmental ~~recorded~~environmental ~~when~~laws ~~the~~and ~~carrying~~regulations ~~value~~as isof ~~not~~the ~~supportable~~date of this report.

Asset retirement obligations

The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The Company did not have any asset retirement obligation at April 30, 2013 and 2012.

Impairment of long-lived assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charges for the years ended April 30, 2013 and 2012.

Advertising

Advertising is expensed as incurred and is included in selling expenses on the accompanying consolidated statements of income. The Company did not incur advertising expenses during the periods ended April 30, 2013 and 2012, respectively.

F-10

~~3. Capital~~ARX ~~Structure~~GOLD CORPORATION AND SUBSIDIARIES

On(A ~~October~~DEVELOPMENT ~~17,~~STAGE ~~2008 the Company effected a four-to-one forward stock split of common stock. There was no effect on stockholders’ equity. Par value of $001 per share remained unchanged.~~COMPANY)

OnNOTES ~~August~~TO 6,CONSOLIDATED ~~2009~~FINANCIAL the stockholders by a majority vote approved a 4-for-1 forward split of the Company’s common stock. There was no effect on stockholders’ equity and par value of $0.001 per share remained unchanged.STATEMENTS

~~Between~~For ~~November~~the ~~2009~~Year ~~and~~Ended ~~March 2010,~~April ~~$89~~30,~~000~~ ~~was~~2013 ~~received~~and 2012 inand ~~cash~~ for ~~subscriptions~~the Period From May 28, 2010 (Inception) to ~~common~~April ~~stock.~~30, 2013

OnNOTE 2 ~~September~~– ~~14,~~BASIS ~~2010,~~OF ~~850~~PRESENTATION,~~000 shares~~ ofGOING ~~common~~CONCERN ~~stock~~AND ~~were~~Summary ~~issued for services. The issue was priced at the prevailing market price~~ of ~~the~~significant ~~stock, 21 cents per~~accounting ~~share,~~policies ~~and an expense of $178,500 was recorded.~~(continued)

OnIncome ~~November 15, 2010, 750,000 shares of common stock were issued as partial consideration in acquisition of mineral leases Ballarat and Hunker.~~taxes

OnThe ~~December~~Company 3is governed by the income tax laws of Australia, ~~2010~~the Republic of Singapore, 33and the British Virgin Islands. The Company accounts for income tax using the liability method prescribed by ASC 740,~~334~~ ~~shares~~“Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of ~~common~~assets ~~stock~~and liabilities using enacted tax rates that will ~~were~~be ~~issued~~in ~~for~~effect ~~subscriptions~~in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

OnThe ~~December~~Company ~~22,~~applies ~~2010~~the provisions of ASC 740-10-50, “Accounting ~~$76~~for Uncertainty in Income Taxes”,~~000~~ ~~cash~~which ~~was~~provides ~~received~~clarification related to the process associated with accounting for uncertain tax positions recognized in our consolidated financial statements. Audit periods remain open for ~~subscriptions~~review until the statute of ~~common~~limitations ~~stock~~has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of April 30, 2013 and 2012, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

OnForeign ~~January~~currency ~~13, 2011 500,000 shares were issued as partial consideration in acquisition of mineral leases Ballarat and Hunker.~~translation

OnThe ~~March~~accompanying 11consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of Grimsby Investments Ltd is the U.S. dollar, ~~2011~~ARX Companies is the Australian dollar and the functional currency of ARX Pte is the Singapore dollar. Results of operations and cash flows are translated at average exchange rates during the period, ~~506~~assets and liabilities are translated at the spot exchange rate at the end of the period,~~559~~ ~~shares~~and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of ~~common~~cash ~~stock~~flows may not necessarily agree ~~were~~with ~~issued~~the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. The foreign currency translation adjustment included in comprehensive income (loss) for ~~subscriptions~~the periods ended April 30, 2013 and 2012 amounted to $(7,676) and $(11), respectively.

OnAssets ~~May~~and ~~11,~~liabilities denominated ~~2011,~~in ~~$20,000~~foreign ~~cash~~currencies ~~was~~are ~~received~~translated ~~for~~into ~~subscriptions~~the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of ~~common~~operations ~~stock~~as incurred.

As atof April 30, 2013 and 2012 and for the years ended April 30, 2013 and 2012, the ~~Company was~~exchange ~~authorized~~rates used to ~~issue~~translate ~~200,000,000~~amounts ~~shares~~in ofAustralian ~~$0.001~~dollars ~~par~~and Singapore ~~value~~dollars ~~common~~into ~~stock,~~USD offor ~~which~~the ~~60,240,003~~purposes ~~shares~~of ~~were~~preparing ~~issued~~the ~~and~~consolidated ~~outstanding, (2011:~~financial ~~60,240,003~~statements ~~shares).~~were as follows:

The Company was also authorized to issue 5,000,000 shares of preferred stock, of which none was issued and outstanding.

	AUS $		SGD $
	2013	2012	2013	2012
Exchange rate on balance sheet dates USD : AUS$: S$ exchange rate	1.0324	1.0471	0.8096	0.8086

Average exchange rate for the period USD : AUS$: S$ exchange rate	1.0319	1.0436	0.8054	0.7931

4. Commitments and Contingencies

There were no commitments or contingencies in the year ended April 30, 2012.

5. Legal Proceedings

There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation other than as creditors in the Syncrude bankruptcy proceeding, or is involved either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors.

6. Subsequent Events

Events subsequent to April 30, 2012 have been evaluated through July 24, 2012, the date these statements were available to be issued, to determine whether they should be disclosed to keep the financial statements from being misleading.

On May 18, 2012, in a stock purchase agreement, Ryan Beamin, the largest shareholder of 19,000,000 common shares representing voting rights of 31.53% of the Company, sold his shares to Mr. Peter Maddocks, for an aggregate purchase price of seventy thousand dollars $70,000.

F-11

~~Following~~ARX ~~Mr.~~GOLD ~~Maddox’s share~~CORPORATION ~~purchase,~~AND ~~the shareholders of the Company elected Mr. Maddocks to be the new Director of the Company, replacing Mr. Terry Fields and Mr. Peter Stecher, who each resigned as Directors of the Company.~~SUBSIDIARIES

On May 22, 2012 the Company entered into a share purchase agreement with Arun Pudur representing all the Shareholders of Grimsby Investments Ltd., a British Virgin Islands company, whereby the Company agreed to purchase 100% of Grimsby Investments Limited and its subsidiaries Arx Springs Pte Limited a Singapore company , Arx Springs (~~Pty)~~A ~~Limited~~DEVELOPMENT ~~and~~STAGE ~~Arx Pacific Resources (Pty~~COMPANY) Limited two Australian Companies that own an Australian gold mining project known as the ARX Springs gold project, which shall be acquired by the Company. The purchase price is $4,298 billion dollars, payable by the issuance of 4.148 billion common shares and a ten year unconvertible promissory note of $75,000,000 and 75,000,000 in unconvertible preferred shares, with 5:1 voting rights. ARX Gold Project is comprised of gold mining claims and gold tailing dumps, mineral rights, permits and concessions at Coonambula, near Eidsvold in the State of Queensland, Australia. The project was the subject of a feasibility study Dated June 28, 2012.

OnNOTES ~~May~~TO ~~22,~~CONSOLIDATED ~~2012~~FINANCIAL pursuant to the share purchase agreement, the shareholders of Grimsby Investments Ltd. as vendors in exchange for vending in the Arx Group of Companies and the ARX Springs Gold Project became the largest shareholders of the company with 4.128 billion common shares representing 98.56% of Daulton Capital Corp split between the Grimsby shareholders as follows:STATEMENTS

~~Following~~For the ~~completion~~Year ~~of the~~Ended ~~Grimsby~~April ~~Investments~~30, ~~Limited~~2013 ~~transaction~~and 2012 and for the ~~issuance~~Period ofFrom ~~the~~May 428,~~148,000,~~ ~~000~~2010 ~~shares~~(Inception) ~~as consideration~~ to ~~the~~April ~~Grimsby~~30, ~~shareholders as vendors the shareholding in the company was as follows:~~2013

~~Ivory~~NOTE ~~Mint~~2 ~~Holdings Limited~~- aBASIS ~~British~~OF ~~Virgin Islands Company beneficially owned by Arun Pudur received 1~~PRESENTATION,~~825,120,000~~ ~~common~~GOING ~~shares~~COCERN ~~representing~~AND ~~41.35~~Summary % of ~~the~~ ~~total~~significant ~~issued~~accounting ~~share~~policies ~~capital.~~(continued)

~~Highpoint~~Stock-based ~~Financial Limited a British Virgin Islands Company beneficially owned by Arun Ramachandran received 497,760,000 common shares representing 11., 28 % of the total issued share capital.~~compensation

~~Endex~~Stock-based ~~Pte~~compensation ~~Limited~~is aaccounted ~~Singapore~~for ~~company~~based ~~beneficially~~on ~~owned~~the byrequirements ~~Shane~~of ~~Aldred~~the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received ~~912,560,000~~in ~~common~~exchange ~~shares~~for ~~representing~~an 20award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).67 %The ASC also requires measurement of ~~total~~the ~~issued~~cost ~~share~~of ~~capital~~employee and director services received in exchange for an award based on the grant-date fair value of the award.

~~Tigersprey~~Pursuant ~~Pte~~to ~~Ltd~~ASC ~~holding~~Topic ~~received~~505-50, for share-based ~~912~~payments to consultants and other third-parties,~~560,000~~ ~~common~~compensation ~~shares~~expense ~~representing~~is 20determined at the “measurement date.67” %The expense %is recognized over the service period of the award. Until the measurement date is reached, the total ~~shares~~amount ~~issued~~of ~~and~~compensation expense ~~outstanding~~remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

~~Following~~Net ~~the~~loss ~~execution~~per ~~of the~~ share ~~purchase agreement, the shareholders elected Mr. Arun Pudur, as President and Mr. Arun Ramachandran and Mr. Brian James Smith as directors to join Mr. Peter Maddocks on the Board~~ of ~~the~~common ~~company.~~stock

OnBasic ~~May~~net ~~22,~~loss per ~~2012,~~common share is computed by dividing net loss available to common stockholders by the ~~Company~~weighted average number of shares of ~~terminated~~common stock outstanding during the ~~purchase~~period. ~~agreement~~Diluted ~~previously~~net ~~entered~~loss ~~into~~per ~~with~~common ~~Pacific~~share ~~Connection~~is ~~Limited~~computed ~~(“South~~by ~~Pacific”)~~dividing ~~and~~net ~~Alexander~~loss by the weighted ~~Mining~~average ~~Limited~~number inof ~~April~~shares ~~2011~~of ~~for~~common anstock, ~~80%~~common ~~working~~stock ~~interest~~equivalents inand apotentially ~~mining~~dilutive ~~claim~~securities inoutstanding ~~Papua~~during each period. As of April 30, ~~New~~2013 ~~Guinea.~~and ~~The~~2012, ~~parties~~the ~~retained~~Company did not have any ~~consideration delivered~~potentially dilutive common shares.

OnAccumulated ~~June~~other 4,comprehensive ~~2012 the Company~~income gave public notice that its new corporate headquarters are located in the Seagram building, 375 Park Avenue, Suite 2607, New York, New York. Global headquarters are at 165, Level 36, Menara Citibank, Japan Am pang, Kuala Lumpur, 50450 Malaysia.

OnComprehensive ~~July~~income ~~16th~~is comprised of net income and all changes to stockholders' equity, ~~2012~~except those due to investments by stockholders, ~~Peter~~ ~~Maddocks~~changes ~~resigned~~in ~~his~~paid-in ~~position~~capital asand distributions ato ~~Director~~stockholders. ofFor the Company, comprehensive loss for the years ended April 30, 2013 and 2012 included net loss and unrealized gains (losses) from foreign currency translation adjustments.

Related party transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company's securities including such person's immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Recent accounting pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

F-12

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended April 30, 2013 and 2012 and for the Period From May 28, 2010 (Inception) to April 30, 2013

NOTE 3 – MINING RIGHTS

ARX Springs Project

On March 6, 2012 and as amended on March 31, 2012, the Company’s subsidiaries, ARX Springs and ARX Pacific entered into Stage Tribute Agreements (the “Stage Tribute Agreements”) with Riverstone Resources Pty Ltd. (“Riverstone”). The Stage Tribute Agreements were made pursuant to the terms of an agreement dated February 27, 2012 between Riverstone and BRI Microfine Pty Ltd., a related party (See Note 4) (the “Riverstone Master Agreement”). The Stage Tribute Agreements grant the exclusive right to the ARX Companies to explore, mine and extract gold and other extracted products on the ARX Springs Project properties located in the Wide Bay Burnett Region in central Queensland, Australia. The ARX Springs Project overall covers approximately 16 km² of surface area and the mining project is part of a larger area for which Riverstone owns and operates an extractive industries business. Under the Riverstone Master Agreement terms and exercising the exclusive right of the ARX companies to explore, mine and extract gold on the project, BRI Microfine Pty Ltd has paid $60,000 to Riverstone from the development expenses it has received from the Company, for fees costs and expenses with the Queensland Department of Mines and for the development of the ArxSprings project.

During the term of the Stage Tribute Agreements, Riverstone solely or jointly with one or both of the ARX Companies (and either of the ARX Companies solely or jointly with Riverstone) may apply for extensions and additional mining licenses from the Queensland Mines and Resources Department. During all terms of the mining license and any additional mining licenses, the holders of all ARX Springs mining license and additional mining licenses shall be obliged to comply with the regulations applicable and to meet the obligations imposed by the Mineral Resource Act of 1989 (Queensland). If the mining license or additional mining licenses, at any time are cancelled, the ARX Companies may lose the right to mine and process at the ARX Springs Project. Riverstone may terminate the Stage Tribute Agreements on prior notice to the ARX Companies if ARX Companies are in breach of the agreements but termination cannot be affected without the ARX Companies being first permitted to remedy any alleged breach and any disputes between Riverstone and the ARX Companies will be subject to mediation and if mediation is unsuccessful will be submitted to arbitration. Riverstone may terminate the Stage Tribute Agreements by giving three month’s notice by March 5, 2037, with provision to extend dates if required, or after the resources have been fully mined and processed, whichever occurs first. The initial ten hectare surface area of the ARX Springs Project must be mined and processed by March 5, 2025.

The ARX Companies are obliged to take out business liability and employee insurances which shall be effected when mining processing commences.

F-13

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended April 30, 2013 and 2012 and for the Period From May 28, 2010 (Inception) to April 30, 2013

NOTE 3 – MINING RIGHTS (continued)

As of April 30, 2013, mining processing has not commenced. Prior to undertaking any ground disturbing work on the ARX Springs Project, the ARX Companies must, in the ordinary course of the mining business obtain the approval of the Queensland Department of Mines on a proposed work plan. The agreements with Riverstone require consultation with Riverstone on the form of any proposed work plan to ensure it is not likely to interfere with the activities of Riverstone. The ARX companies solely or jointly with Riverstone may proceed to obtain all necessary regulatory approvals for any proposed work plan according to standard industry mining practice in the State of Queensland as governed by the Mineral Resource Act 1989. As of April 30, 2013, the ARX Companies and Riverstone are developing work plans in anticipation of a future submission to the Queensland Department of Mines.

The ARX Companies will be responsible for all rehabilitation works on the properties, as required by the Queensland Mines and Resources Department, and any other governmental or other authorities in relation to exploration or mining activities carried out by the ARX Companies. Prior to the commencement of work the Queensland Mines and Resources Department will assess a value of a rehabilitation bond and the value of the rehabilitation bond will have to be paid by the ARX companies. There is no reason known to Riverstone or ARX Companies why the bond will not be assessed according to current Queensland Mines and Resources Department guidelines but the actual amount of the rehabilitation bond is not yet known.

During the term of the Stage Tribute Agreements, Riverstone shall take all action necessary to keep the ARX Project in good standing. Riverstone will be obliged to protect the land areas and the Mining License and Riverstone shall make any required payments to the Department of Mines and Resources or such other department of the government of Queensland Australia responsible for the administration of the Mineral Resource Act of 1989 (Queensland) in order to maintain its rights to explore and, if warranted, to develop its property. If Riverstone fails to meet these obligations, the Company may lose the right to explore for gold and other extracted products on the properties. In general terms the Arx Companies are entitled under their agreements to act on their own behalf to protect the land and site and the mining leases and to pay royalties to Queensland Mines Department if they decide to do so by potential threats or risks to the project or rights.

NOTE 4 - RELATED PARTY TRANSACTIONS

Technology Sub-license Agreement

On November 24, 2011, the Company’s subsidiary, ARX Springs, entered into a Technology Sub-license Agreements (the “Technology Agreement”) with BRI Microfine Pty Ltd. (“BRI”), a company incorporated in Australia and owned by the Company’s CEO and by a principal stockholder/founder of the Company. Pursuant to the Technology Agreement, BRI granted to ARX Springs an exclusive non-assignable, non-transferrable sub license to use the BRI’s technology with the ARX Spring Project for the term of the project. BRI’s technology is a chemical leaching process which has been shown to concentrate gold, particularly in a microfine (finer than 5 microns) state, from concentrates, ores, tailings, solutions and other friable or pulverized materials. As consideration of the Sub-license agreement, the Company shall pay a royalty to BRI calculated as a percentage of the gross value of extracted product on a sliding scale based on tonnes processed ranging from 15% down to 10%. BRI in its discretion may at any time allow a rebate to ARX Springs of any royalty payable. Through April 30, 2013, BRI has received payments from the Company for development expenses for the ArxSprings project and for management and preparatory expenses toward the establishment of resource stockpile, infrastructure planning and funding for construction of material processing plants and the necessary action to keep the ArxSprings project in good standing, according to the Stage Treatment Agreements, Riverstone Master Agreement and the Queensland Mines and Resources Department (See “Development costs – related party” below).

F-14

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended April 30, 2013 and 2012 and for the Period From May 28, 2010 (Inception) to April 30, 2013

NOTE 4 - RELATED PARTY TRANSACTIONS (continued)

BRI, at the cost of the Company, and in accordance with the requirements of the Company, will construct at the ARX Springs Project site alluvial material processing production plants. Additionally, BRI will arrange for the application of software systems for operations and metallurgical reporting and information systems to be installed in all alluvial material processing production plants for the ARX Spring project. The Company shall pay BRI invoices for the provision of software systems and metallurgical reporting and information systems and construction of alluvial material processing production plants.

Due from related party

The Company received from and provided advances to BRI. These advances are unsecured and payable on demand. At April 30, 2013 and 2012, amounts due from BRI amounted to $400 and $850, respectively.

Accounts payable – related party

At April 30, 2013, accounts payable – related party consisted of $60,000 due to a legal firm owned by an officer of the Company for legal services performed.

Due to related party

During the three months ended July 31, 2012, the Company received working capital advances of $527 from a former officer and shareholder. These advances were repaid during the year ended April 30, 2013. The advances were unsecured and payable on demand.

During the year ended April 30, 2013, the Company received working capital advances of $29 from the Company’s chief executive officer. The advances were unsecured and payable on demand. At April 30, 2013, the amount due to the Company’s chief executive officer amounted to $29.

Royalty commitment

In August 2012, in connection with an amendment to the Share Exchange dated May 22, 2012, the Company entered into a royalty agreement (the “Royalty Agreement”) with two original founding stockholders of Grimsby (one of which is an officer and director of the Company and the other who is a principal stockholder of the Company and consultant to the Company), who received shares in the Share Exchange. Pursuant to the Royalty Agreement, the Company agreed, at the discretion of the Company’s board of directors, to pay these parties up to $7,500,000 in royalties from gross profits derived from the sales of all minerals and other products recovered from the ARX Spring Project.

Development costs – related party

During the year ended April 30, 2013, the Company paid development fees of $325,867 to BRI for development services performed on the ARX Springs Project (See “Technology Sublicense Agreement” above).

NOTE 5 - LOANS PAYABLE

During the year ended April 30, 2013, a shareholder advanced the Company $490,152 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $50,000 of this note was converted into 50,000,000 shares of the Company’s common stock (See Note 10).

F-15

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended April 30, 2013 and 2012 and for the Period From May 28, 2010 (Inception) to April 30, 2013

note 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

Cash contributed by founders

For the year ended April 30, 2012 and for the period from May 28, 2010 (inception) to April 30, 2011, the original stockholders of ARX Pacific contributed capital to ARX Pacific of $515 and $420, respectively.

Stock-based compensation

On November 11, 2011, the Company issued 30,000 shares of ARX Spring’s common stock to ARX Springs original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of AUS$1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $30,780.

On May 15, 2012 and accounted for on March 8, 2012, pursuant to recapitalization accounting, the Company issued 100 shares of Grimsby common stock to Grimsby’s original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of $1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $100. This 100 share issuance quantity has also been retroactively reflected back to inception of the Company.

On March 26, 2012, the Company issued 40,280 shares of ARX Pte common stock to ARX Pte original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of AUD$1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $31,946.

On May 22, 2012, in connection with the share exchange agreement and recapitalization, the Company issued 4,148,000,000 shares of its common stock to the Grimsby shareholders (See Note 1).

Other contributed capital

In connection with consulting services performed for the Company by a third party in the amount of $44,704, BRI agreed to pay for these services on behalf of the Company, Accordingly, for the year ended April 30, 2013, the Company recorded professional fees of $44,704 and contributed capital of $44,704.

In connection with consulting and other services performed for the Company by various third parties, a shareholder of the Company agreed to pay for these services on behalf of the Company by issuing their shares of the Company to the various third parties, The Company valued these services by multiplying the numbers of shares transferred to the third parties by the fair value of the Company’s common share based on the quoted trading price of the common stock on the grant date which is the measurement date. Accordingly, for the year ended April 30, 2013, the Company recorded professional fees of $367,933 and contributed capital of $367,933.

note 7 – INCOME TAXES

The Company follows ASC 740-10-10, under which an entity recognizes deferred tax assets and liabilities for future tax consequences or for events that were previously recognized in the Company’s financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on enacted tax law provisions. The effects of future changes in tax laws or rates are not anticipated. As of April 30, 2013, the Company operated in the United States, Australia, the British Virgin Islands, and Singapore and accordingly, the Company was subject to United States, Australia, British Virgin Islands and Singapore income tax laws and regulations, which are administered by the respective taxation office for the year ended April 30, 2013. As of April 30, 2012, the Company operated in Australia, British Virgin Islands, and Singapore. The Company was subject to Australia, British Virgin Islands and Singapore income tax laws and regulations, which are administered by the respective taxation office for the year ended April 30, 2012.

F-16

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended April 30, 2013 and 2012 and for the Period From May 28, 2010 (Inception) to April 30, 2013

note 7 – INCOME TAXES (continued)

The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes are as follows:

	Years ended April 30,
	2013			2012

Income tax benefit at U.S. statutory rate of 34%	$	(390,480	)	$	–
Income tax benefit at Australia statutory rate of 30%		–			(9,281	)
Income tax benefit at Singapore statutory rate at 8.5%		–			(2,715	)
U.S. effective rate in excess of foreign tax rates		14,465			–
Non-deductible contributed capital		125,098			–
Non-deductible stock-based compensation		15,199			11,949
Change in valuation allowance		235,718			47
Total provision for income tax	$	–		$	–

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at April 30, 2013 and 2012 are as follows:

	2013			2012
Deferred tax assets:
Net operating loss carryforward	$	235,794		$	75
Total gross deferred tax assets		235,794			75
Less valuation allowance		(235,794	)		(75	)
Net deferred tax assets	$	–		$	–

Management has determined that the realization of the deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits.

The Company follows ASC 740-10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s financial statements. Recognition involves a determination whether it is more likely than not that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of April 30, 2013, the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended April 30, 2013 and 2012. The Company did not recognize any interest or penalties during fiscal 2013 or 2012 related to unrecognized tax benefits.

At April 30, 2013, the Company has a tax net operating loss carry forward totaling approximately $735,300 which can may be used to offset taxable income through April 30, 2033. These net operating loss carry forwards may be limited following certain ownership changes. The valuation allowance increased by $235,718 during the year ended April 30, 2013.

The income tax returns filed for the tax years from inception will be subject to examination by the relevant taxing authorities.

NOTE 8 - CONCENTRATIONS

Reliance on contractual agreements

The Company’s business is dependent on agreements with an unrelated party (see Note 3) and a related party (see Note 4).

F-17

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended April 30, 2013 and 2012 and for the Period From May 28, 2010 (Inception) to April 30, 2013

NOTE 8 – CONCENTRATIONS (continued)

Concentrations of credit risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. At April 30, 2013 and 2012, all of the Company’s cash is maintained with banks in the U.S., Australia and Singapore. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Concentration of funding

During 2013, the majority of the cash funding was in the form of short-term loans and was received from one source, a shareholder of the Company. Management believes this is no longer a source of funding prospectively.

Concentration in a geographic area

The Company will operate in the mining industry and the operations will be concentrated in Australia (See Note 3).

NOTE 9 – COMMITMENTS AND CONTINGENCIES

On June 18, 2012, the Company entered into a Placement Agent Agreement with Khandwala Securities Limited (“KSL”) (the “Placement Agent”), whereby KSL was to act as exclusive Placement Agent, perform due diligence, and conduct other business development activities for a period of six months. In accordance with the Placement Agent Agreement, the Company shall pay KSL 5% of funds raised up to $50 million. Additionally, the Company agreed to pay Placement Agent $250,000 with $100,000 due upon signing of the Placement Agreement, $100,000 on completion of due diligence and submission of an information memorandum and $50,000 upon the Company’s sign–off of a placement memorandum and information statement. To date, KSL had not submitted any information statement or placement memorandum. Accordingly, the Company believes that only $100,000 may be due pursuant to the Placement Agent Agreement. The $100,000 was earned and accrued by the Company as of October 31, 2012. Under the terms of its agreement with KSL, during fiscal 2013, the Company paid an aggregate of $86,000 under the terms of KSL agreement.

Pursuant to an agreement dated June 18, 2012 between Grimsby and Salam International Ltd (“Salam”), (collectively referred to as “the “Parties”) entered into a conditional Gold Forward Sales Contract (the “Gold Contract”) which is subject to a condition of completion of due diligence by the buyer (Salam). Under the Gold Contract, the buyer proposed buying gold bullion for US $105 million. The Gold Contract required first gold delivery by the Company to commence 270 days after the effective date. In January 2013, the Parties had agreed to extend both the time of completion of due diligence until February 28, 2013 and the effective date specified in the agreement to February 28, 2013 with the consequence that subject to due diligence, the time for first delivery of gold by the Company is extended to 270 days after March 1, 2013. On March 6, 2013, the Parties agreed to a further variation agreement with the effect that the contract for the purchase of $105 million of gold bullion is proceeding, the purchaser completed its due diligence satisfactorily, the buyer has represented that the contract deposit of $5 million is to be paid on or after March 15, 2013, the time for the delivery of gold by the Company is extended to 270 days after March 15, 2013, and the term of the letter of credit for the total delivery has been extended to 48 months after February 28, 2013. There is no obligation on the Company nor is there any potential penalty on the Company for any failure to deliver gold until payment by the buyer to the Company of the $5 million cash deposit. As of the date of this report, the $5 million deposit had not been received. As of the date of this report, the Company believes that there is no prospect of Salam performing any of its obligation pursuant to the Gold Contract, including the payment of the deposit.

F-18

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended April 30, 2013 and 2012 and for the Period From May 28, 2010 (Inception) to April 30, 2013

NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)

In August 2012, in connection with an amendment to the Share Exchange dated May 22, 2012, the Company entered into a royalty agreement (the “Royalty Agreement”) with two original founding stockholders of Grimsby (one of which is an officer and director of the Company and the other who is a principal stockholder of the Company and a consultant to the Company), who received shares in the Share Exchange. Pursuant to the Royalty Agreement, the Company agreed, at the discretion of the Company’s board of directors, to pay these parties up to $7,500,000 in royalties from gross profits derived from the sales of all minerals and other products recovered from the ARX Spring Project.

By agreement dated October 31, 2012 and by addendum agreement dated November 21, 2012 between the Company, Ascot Mining Ltd and Veritas Gold CR SA the parties agreed to terms of purchase by the Company from Ascot of 50% of the issued shares of Veritas. The terms of the purchase by the Company require delivery of 200 million common shares to Ascot and a $2,500,000 loan (the “Completion Advance”) from the Company to Veritas as working capital and expansion capital for Chassoul Mine, Costa Rica. The Company has the right in its absolute discretion to arrange that the Completion Advance may be delivered by Musketeer Holdings Corp (a shareholder in the company) in substitution for the Company subject to the primary obligation remaining with the Company. The parties had agreed to extend the earlier completion date to an extended completion date for the purchase to on or before February 20, 2013. After February 20, 2013, the parties had been in discussions about further extending the completion date, however, those discussions were not finalized. Further discussions between the parties have ceased and are unlikely to have any impact of the Company’s operations. No party to the agreement is subject to any penalty for any reason due to the purchase not being completed.

NOTE 10 - SUBSEQUENT EVENTS

Stock issuances

On May 5, 2013 and June 27, 2013, the Company sold an aggregate of 18,000,000 of its common stock to an investor at an average price of AUD $0.0039 per common share for proceeds of AUD$70.000 (approximately $70,123).

On May 9, 2013, the Company issued 50,000,000 shares to a shareholder in connection with the settlement of $50,000 in debt. The Company valued the 50,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0085 per share or $425,000. Accordingly, the Company reduced loan payable by $50,000 and recorded a loss on the settlement of debt of $375,000.

On May 11 and May 22, 2013, the Company sold an aggregate of 500,000 of its common stock to two individuals (250,000 common shares each) at a price of AUD $0.008 per common share for proceeds of AUD$4.000 (approximately $3,968).

On July 1, 2013, the Company entered to two consulting agreements for an aggregate of 8,000,000 shares (5,000,000 and 3,000,000 shares, respectively) for business development services for a one month term. The common shares were valued at fair value using the quoted trading price on the date of grant of $0.005 per common share and the Company recorded stock-based consulting expense of $40,000.

On July 23, 2013, the Company sold 10,000,000 of its common stock to an investor at a price of AUD $0.005 per common share for proceeds of AUD$50.000 (approximately $46,110).

On July 26, 2013, the Company issued 3,000,000 common shares to a debt holder in connection with the settlement of AUD$25,000 in debt (approximately $22,938). The Company valued the 3,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0034 per share or $10,200. Accordingly, the Company reduced loan payable by $22,938 and recorded a gain on the settlement of debt of $12,738.

On July 26, 2013, the Company sold 20,000,000 shares of its common stock to an investor at a price of AUD $0.005 per common share for proceeds of AUD$100.000 (approximately $91,739).

F-19

Filing Compare · ARX Gold Corp