10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-K/A

(Amendment No. 1)

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the year ended November 30, 2011
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________

Commission file number:000-53592

ALTO GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	27-0686507
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11650 South State Street Suite 240, Draper, UT	84020
(Address of principal executive offices)	(Zip Code)

(801) 816-2533

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None	N/A
Title of each class	Name of each exchange on which registered

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

Securities registered pursuant to Section 12(g) of the Act:

The registrant has previously filed a registration statement on Form 8-A

relating to the registration of its common stock, par value $0.00001 per share

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 ý

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

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 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 ý  No o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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. ý

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

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company ý

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

Based on the closing price of our common stock as listed on the Electronic Bulletin Board, the aggregate market value of the common stock of Alto Group Holdings, Inc. held by non-affiliates as of June 30, 2011 was $3,444,080.

As of February 15, 2012 there were 4,891,756,208 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None.

Explanatory Note

The purpose of this Amendment No. 1 to the registrant’s Fiscal Year End Report on Form 10-K for the year ended November 30, 2011, filed with the Securities and Exchange Commission on March 15, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K.  Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

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

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.

Alto Group Holdings, Inc.
By:	/s/ Doug McFarland
	Doug McFarland Chief Executive Officer

Date:  March 19, 2012

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ORGANIZATION AND DESCRIPTION OF BUSINESS

12 Months Ended

Nov. 30, 2011

Notes to Financial Statements

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

Alto Group Holdings Inc. (the “Company”) was incorporated in the State of Nevada on September 21, 2007. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2011, the Company had negative working capital of $3,896,998 and has accumulated losses of $13,086,759 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Consolidated Statements of Cash Flows (Parenthetical) (USD $)	12 Months Ended		50 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
Statement of Cash Flows [Abstract]
Stock issued for services, excess of fair value of common stock issued over amount of debt and accrued interest settled (charged to professional fees in the statements of operations)	3,639,338	0	4,303,824
Notes payable	$ 100,500	$ 15,000	$ 115,500
Accrued interest	$ 61,161	$ 845	$ 7,006
Fair value of shares, common stock issued	414,000,000	45,000,000	459,000,000

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Consolidated Balance Sheets (USD $)	Nov. 30, 2011	Nov. 30, 2010
CURRENT ASSETS
Cash and cash equivalents	$ 7,995	$ 2,142
Loans receivable	7,500
Total Current Assets	15,495	2,142
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $33,341 and $-0-, respectively	197,711
OTHER ASSETS
Mining assets	45,500	45,500
Other assets	3,220
Total Other Assets	48,720	45,500
TOTAL ASSETS	261,926	47,642
CURRENT LIABILITIES
Accounts payable and accrued liabilities	650,542	87,265
Due to related parties	37,000	148,500
Notes and loans payable	2,842,451	267,500
Proceeds from investors pursuant to Stock Purchase Agreements to be effective upon completion of reverse stock split	382,500
Total Current Liabilities	3,912,493	503,265
TOTAL LIABILITIES	3,912,493	503,265
Preferred stock, $0.00001 par value; 100,000,000 shares authorized:
Series A Preferred Stock, 20,000,000 shares designated, 14,000,000 and 14,000,000 shares issued and outstanding, respectively	140	140
Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding, respectively	1	1
Common stock, $0.00001 par value; 750,000,000 shares authorized, 619,613,332 and 120,013,332 shares issued and outstanding and to be issued, respectively	6,196	1,200
Additional paid-in capital	9,429,855	4,015,101
Deficit accumulated during the exploration stage	(13,086,759)	(4,472,065)
Total Stockholders' Deficit	3,650,567	455,623
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 261,926	$ 47,642

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Consolidated Statements of Stockholders' Equity (Deficit) (USD $)	3 Months Ended	12 Months Ended				50 Months Ended
	Nov. 30, 2007	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2009	Nov. 30, 2008	Nov. 30, 2011
Donated services and expenses	$ 2,400			$ 6,400	$ 9,600
Common stock subscriptions collected					4,500
Forgiveness of debt due to related party				28,006
Conversion of common stock, value			360,000
Shares issued for acquisition of mining assets, shares						145,000
Shares issued for acquisition of mining assets, value			45,500
Intrinsic value of beneficial conversion feature relating to promissory note		(518,070)				(518,070)
Preferred stock issued to chief executive officer for services, value			200,000
Conversion of notes payable and accrued interest into common stock, value		4,264,400	680,000
Shares issued for acquisition of Liberty American, LLC, shares						145,000
Shares issued for acquisition of Liberty American, LLC, value		145,000
Shares issued for joint venture agreement, amount		123,000
Intrinsic value of beneficial conversion feature relating to convertible notes		435,750
Shares issued for accrued liabilities, amount		136,000
Net loss	(5,772)	(8,614,694)	(4,343,209)	(58,395)	(64,689)	(13,086,759)
Balance, value	37,728	3,650,567	455,623	(36,850)	(12,861)	3,650,567
Series A Preferred Stock
Conversion of common stock, shares			14,000,000
Conversion of common stock, value			140
Balance, shares		14,000,000	14,000,000			14,000,000
Balance, value		140	140			140
Series B Preferred Stock
Preferred stock issued to chief executive officer for services, shares			100,000
Preferred stock issued to chief executive officer for services, value			1
Balance, shares		100,000	100,000			100,000
Balance, value		1	1			1
Common Stock | CommonSharesSold1Member
Shares sold, shares	48,000,000
Shares sold, value	480
Common Stock | CommonSharesSold2Member
Shares sold, shares	31,680,000
Shares sold, value	317
Common Stock | Common stock issued for services
Shares issued, shares			33,333,332
Shares issued, value			333
Common Stock | Common Stock issued for services on March 2, 2011
Shares issued, shares		4,000,000
Shares issued, value		40
Common Stock | Common stock issued for services on June 20,, 2011
Shares issued, shares		33,000,000
Shares issued, value		330
Common Stock | CommonStockIssued3Member
Shares issued, shares		15,000,000
Shares issued, value		15
Common Stock
Conversion of common stock, shares			(48,000,000)
Conversion of common stock, value			480
Shares issued for acquisition of mining assets, shares		10,000,000
Shares issued for acquisition of mining assets, value			100
Conversion of notes payable and accrued interest into common stock, shares		414,000,000	45,000,000
Conversion of notes payable and accrued interest into common stock, value		4,140	450
Shares issued for acquisition of Liberty American, LLC, shares		10,000,000
Shares issued for acquisition of Liberty American, LLC, value		100
Shares issued, value			333
Shares issued for joint venture agreement, shares		10,000,000
Shares issued for joint venture agreement, amount		100
Shares issued for accrued liabilities, shares		13,600,000
Shares issued for accrued liabilities, amount		136
Balance, shares	79,680,000	619,613,332	120,013,332	79,680,000	79,680,000	619,613,332
Balance, value	797	6,196	1,200	797	797	6,196
Additional Paid-In Capital | CommonSharesSold1Member
Shares sold, value	5,520
Additional Paid-In Capital | CommonSharesSold2Member
Shares sold, value	39,283
Additional Paid-In Capital | Common Stock issued for services on March 2, 2011
Shares issued, value		49,160
Additional Paid-In Capital | Common stock issued for services on June 20,, 2011
Shares issued, value		257,070
Additional Paid-In Capital | CommonStockIssued3Member
Shares issued, value		8,850
Additional Paid-In Capital
Donated services and expenses	2,400			6,400	9,600
Forgiveness of debt due to related party				28,006
Conversion of common stock, value			360,340
Shares issued for acquisition of mining assets, value			45,400
Intrinsic value of beneficial conversion feature relating to promissory note			38,936
Preferred stock issued to chief executive officer for services, value			199,999
Conversion of notes payable and accrued interest into common stock, value		4,260,260	679,550
Shares issued for acquisition of Liberty American, LLC, value		144,900
Shares issued, value			2,599,667
Shares issued for joint venture agreement, amount		122,900
Intrinsic value of beneficial conversion feature relating to convertible notes		435,750
Shares issued for accrued liabilities, amount		135,864
Balance, value	47,203	9,429,855	4,015,101	91,209	56,803	9,429,855
Subscriptions Receivable | CommonSharesSold2Member
Shares sold, value	(4,500)
Subscriptions Receivable
Common stock subscriptions collected					4,500
Balance, value	(4,500)
Deficit Accumulated During the Exploration Stage
Net loss	(5,772)	(8,614,694)	(4,343,209)	(58,395)	(64,689)
Balance, value	(5,772)	(13,086,759)	(4,472,065)	(128,856)	(70,461)	(13,086,759)
CommonSharesSold1Member
Shares sold, value	6,000
CommonSharesSold2Member
Shares sold, value	35,100
Common stock issued for services
Shares issued, value			2,600,000
Common Stock issued for services on March 2, 2011
Shares issued, value		49,200
Common stock issued for services on June 20,, 2011
Shares issued, value		136,000
CommonStockIssued3Member
Shares issued, value		$ 9,000

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Consolidated Statements of Cash Flows (USD $)	12 Months Ended		50 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,614,694)	$ (4,343,209)	$ (13,086,759)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation	33,341		33,341
Write off of goodwill	431,713		431,713
Stock issued for services, including $3,639,338, $-0-, and $4,303,824, respectively, of excess of fair value of common stock issued over amount of debt and accrued interest settled (charged to professional fees in the statements of operations)	3,913,241	3,824,155	7,737,396
Amortization of debt discount	311,455	38,936	350,391
Gain from forgiveness of amounts due to related parties		(28,539)	(28,539)
Loss on conversion of notes payable to investors to common stock	(518,070)		(518,070)
Donated services and expenses			18,400
Impairment of mineral property acquisition costs			6,500
Changes in operating assets and liabilities:
Other assets	(3,220)		(3,220)
Accounts payable and accrued liabilities	560,853	174,224	743,964
Accrued consulting fees due to related parties	160,500	148,500	337,538
Net Cash Used by Operating Activities	(2,688,741)	(185,933)	(2,941,205)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in connection with acquisition of Liberty American, LLC	65		65
Purchases of property and equipment	(231,052)		(231,052)
Mineral property acquisition costs			(6,500)
Net Cash Used by Investing Activities	(230,987)		(237,487)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in due to related party			28,006
Proceeds from notes payable	2,604,500	237,500	2,842,000
Repayment of note payable		(50,000)	(50,000)
Repayment of loan payable of Liberty American, LLC to the Company's corporate counsel	(61,419)		(61,419)
Proceeds from sale of common stock			45,600
Proceeds from investors pursuant to Stock Purchase Agreements to be effective upon completion of reverse stock split	382,500		382,500
Net Cash Provided by Financing Activities	2,925,581	187,500	3,186,687
NET INCREASE IN CASH AND CASH EQUIVALENTS	5,853	1,567	7,995
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,142	575
CASH AND CASH EQUIVALENTS, END OF PERIOD	7,995	2,142	7,995
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest
Income taxes
Non-cash investing and financing activities:
Forgiveness of debt due to related party by then majority stockholder on September 15, 2009			28,006
Stock issued for services	3,913,241	3,824,155	7,893,424
Conversion of notes payable and accrued interest into common stock:
Notes payable ($100,500, $15,000, and $115,500, respectively) and accrued interest ($6,161, $845, and $7,006, respectively) settled	106,661	15,845	122,506
Excess of fair value of common stock issued over amount of debt and accrued interest settled	4,157,739	664,155	4,821,894
Fair value of 414,000,000, 45,000,000, and 459,000,000 shares, respectivley, of common stock issued	4,264,400	680,000	4,944,400
Settlement of accrued consulting fees due to related parties in exchange for common stock on June 20, 2011	136,000		136,000
Conversion of common stock to Series A preferred stock on March 3, 2010		$ 360,000	$ 360,000
Common stock issued for acquisition of mining assets on March 12, 2010		45,500	45,500
Common stock issued for acquisition of Liberty American, LLC on January 24, 2011			145,000

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Consolidated Balance Sheets (Parenthetical) (USD $)	Nov. 30, 2011	Nov. 30, 2010
PROPERTY AND EQUIPMENT, accumulated depreciation	$ 33,341	$ 0
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	619,613,332	120,013,332
Common stock, shares outstanding	619,613,332	120,013,332
Series A Preferred Stock
Series A Preferred Stock, shares designated	20,000,000	20,000,000
Series A Preferred Stock, shares issued	14,000,000	14,000,000
Series A Preferred Stock, shares outstanding	14,000,000	14,000,000
Series B Preferred Stock
Series B Preferred Stock, shares issued	100,000	100,000
Series B Preferred Stock, shares outstanding	100,000	100,000

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Document and Entity Information (USD $)	12 Months Ended
	Nov. 30, 2011	Mar. 13, 2012	Feb. 15, 2012
Document And Entity Information
Entity Registrant Name	Alto Group Holdings Inc.
Entity Central Index Key	0001430124
Document Type	10-K
Document Period End Date	Nov. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--11-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 3,444,080
Entity Common Stock, Shares Outstanding		4,891,756,208
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2011

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Consolidate Statements of Operations (USD $)	12 Months Ended		50 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
Income Statement [Abstract]
NET REVENUES
OPERATING EXPENSES
Exploration and carrying costs (including stock-based costs of $123,000, $-0-, and $123,000, respectively	583,273	24,350	610,248
Officers' and directors' compensation (including stock-based compensation of $136,000, $400,000, and $860,000, respectively)	169,000	1,012,000	1,181,000
Consulting fees (including stock-based compensation of $315,600, $2,200,000, and $2,606,600, respectively)	1,006,090	2,354,300	3,360,390
Professional fees (including stock-based compensation of $3,639,338, $664,154 and $4,303,492, respectively)	4,052,384	846,818	4,899,202
General and administrative	1,315,805	64,037	1,481,173
Donated services			18,400
Impairment of mineral property acquisition costs			6,500
Total Operating Expenses	7,126,552	4,301,505	11,556,913
LOSS FROM OPERATIONS	(7,126,552)	(4,301,505)	(11,556,913)
OTHER INCOME (EXPENSES)
Gain from forgiveness of amounts due to former related parties		28,539	28,539
Write off of goodwill	(431,713)		(431,713)
Interest expense (including amortization of debt discount of $311,455, $-0-, and $350,391, respectively)	(538,359)	(70,243)	(608,602)
Loss on conversion of notes payable to investors to common stock	(518,070)		(518,070)
Total Other Income (Expenses)	(1,488,142)	(41,704)	(1,529,846)
LOSS BEFORE INCOME TAXES	(8,614,694)	(4,343,209)	(13,086,759)
INCOME TAX EXPENSE
NET LOSS	$ (8,614,694)	$ (4,343,209)	$ (13,086,759)
BASIC AND FULLY DILUTED:
Net loss per common share	$ (0.02)	$ (0.06)	$ (0.06)
Weighted average shares outstanding	398,889,496	76,225,205	237,817,625

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RELATED PARTY BALANCES / TRANSACTIONS

12 Months Ended

Nov. 30, 2011

Notes to Financial Statements

RELATED PARTY BALANCES / TRANSACTIONS

RELATED PARTY BALANCES / TRANSACTIONS

Due to related parties consist of:
	November 30, 2010		November 30, 2010
Accrued consulting fees and expenses due to current officers and directors	$	37,000	$	148,500
Total	$	37,000	$	148,500

The above debt is unsecured, non-interest bearing, and has no specific terms of repayment.

On January 28, 2010, a former director of the Company from October 9, 2009 to January 28, 2010 resigned his position and agreed to forgive the $8,000 balance due him. On February 3, 2010, the former chief financial officer and director of the Company from July 31, 2009 to February 3, 2010 resigned her positions and agreed to forgive the $20,539 balance due her. The $28,539 total has been reported as “gain from forgiveness of amounts due to former related parties” in the Statement of Operations for the year ended November 30, 2010.

During the year ended November 30, 2010, the Company accrued $120,000 in consulting fees due to the three directors of the Company pursuant to consulting agreements (Note 7) and accrued $32,000 in accounting fees due to the chief financial officer of the Company. The $152,000 total has been reported as “officers and directors compensation” in the Statement of Operations for the year ended November 30, 2010.

On March 3, 2010, the Company approved the conversion of 48,000,000 shares of the Company common stock owned by Opiuchus Holdings, Inc. (“Opiuchus”), a company controlled by Mark Daniel Klok (chief executive officer of the Company since November 9, 2009) into 14,000,000 shares of Series A Preferred Stock. The $360,000 estimated fair value of the 8,000,000 shares of common stock increase in common stock equivalents from the conversion transaction was charged to “officers and directors compensation” in the Statement of Operations for the year ended November 30, 2010.

On March 12, 2010, the Company executed an Asset Purchase Agreement with Mexican Hunter Explorations S.A. de C.V., a corporation organized under the laws of Mexico (“MHE”), to acquire two gold and silver mining concessions known as “Los Tres Machos” and “Zuna” in Jalisco, in the state of Guadalahara, Mexico for 10,000,000 newly issued restricted shares of the Company common stock. MHE is owned and controlled by Mark Daniel Klok and Robert Howie, each of whom are executive officers and directors of the Company. Accordingly, the mining assets and related addition to stockholders’ equity has been reflected at the $45,500 transferor’s historical cost of the mining assets.

On May 19, 2010, the Company issued a total of 9,999,999 shares of common stock (3,333,333 shares to Chene Gardner, chief financial officer of the Company, 3,333,333 shares each to Robert Howie and Lee Rice, directors of the Company) for services rendered to the Company. The $300,000 estimated fair value of the 9,999,999 shares was charged to “officers and directors compensation” in the Statement of Operations for the year ended November 30, 2010.

On October 15, 2010 (see Note 5), the Company issued 100,000 shares of Series B Preferred Stock to Opiuchus for past services rendered to the Company. The $200,000 estimated fair value of the 100,000 shares of Series B Preferred Stock was charged to “officers and directors compensation” in the Statement of Operations for the year ended November 30, 2010.

On June 20, 2011, the Company issued a total of 13,600,000 shares of common stock (6,800,000 shares each to Robert Howie and Lee Rice, directors of the Company) for accrued services rendered to the Company. The $136,000 estimated fair value of the shares was charged to “officers and directors compensation” in the Statement of Operations for the year ended November 30, 2011.

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PROPERTY AND EQUIPMENT, NET

12 Months Ended

Nov. 30, 2011

Notes to Financial Statements

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of:

	November 30,			November 30,
	2011			2010
Excavation equipment and accessories	$	125,000		$	—
Tractors and trailers		55,000			—
Automotive equipment		15,000			—
Other mining equipment		10,000			—
Computer, office equipment and furniture		26,052			—
Total		231,052			—
Accumulated depreciation		(33,341	)		—
Net	$	197,711		$	—

Depreciation is provided using the straight line method over the estimated useful lives of the respective assets (5 years for excavation and mining equipment, tractors and trailers, and automotive equipment, 7 years for computer, office equipment, and furniture).

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Nov. 30, 2011

Notes to Financial Statements

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

On February 1, 2010, the Company entered into agreements with three directors of the Company for consulting services to the Company at $4,000 per month each for a period of one year ($144,000 total).

On February 1, 2010, the Company entered into consulting agreements with two individuals for consulting services to the Castle Peak joint venture which provided for payments totaling $156,000 over the one year term of the agreements. As the Castle Peak joint venture did not materialize, the agreements are void and the Company is no longer liable to pay for the consulting services.

On March 15, 2010, we received notice that our joint venture agreement with Castle Peak Mining Ltd. (“Castle Peak”) had been terminated. The agreement with Castle Peak concerned certain mining concessions in Ghana, West Africa and contained various obligations of the Company to provide phased financing for exploration and development of these concessions. The joint venture agreement also provided for the issuance of 322,000 restricted shares of common stock (which was not issued). The joint venture agreement was to be approved by the Ghana Government Minerals Commission, but did not occur.

On November 28, 2010, the Company executed a Joint Venture Agreement with St. Watson Mining Company Mali SARL (a Mali corporation) (“SWMCM”) and St. Watson Mining Company Ltd. (a Sierra Leona limited company) (“SWMC”). The agreement provides for SWMCM to contribute a certain gold mining dredge and a mining concession located in Mali, West Africa to the Joint Venture and for SWMC to contribute two mining concessions located in Sierra Leone, West Africa to the Joint Venture. The Company is to contribute a total of $400,000 cash to the Joint Venture within 120 days of the agreement and to issue a total of 10,000,000 shares of the Company common stock to the two SWMCM stockholders (For the three months ended February 28, 2011, the Company paid a total of $60,000 relating to this commitment. On March 5, 2011 the Company issued the 10,000,000 shares of common stock to the two SWMCM stockholders). The Company is to have a 50% equity interest in the Joint Venture.

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NOTES AND LOANS PAYABLE

12 Months Ended

Nov. 30, 2011

Notes to Financial Statements

NOTES AND LOANS PAYABLE

NOTES AND LOANS PAYABLE

Notes and loans payable consisted of the following:	November 30, 2011		November 30, 2010
Note payable dated June 7, 2010 to an unsolicited accredited investor, interest at 12% per annum, due on December 7, 2010, unsecured	$	—	$	22,000
Notes payable to an unsolicited accredited investor, interest at 9% per annum, due in varying amounts from October 27, 2011 to July 18, 2012, unsecured		1,142,000		140,000
Notes payable dated December 1, 2010 to an unsolicited accredited investor, interest at 12% per annum, due May 31, 2011, convertible into common stock at a conversion price equal to 60% of the then current market price, now past due and in default		14,000		—
Notes payable to the Company’s corporate counsel dated from September 30, 2010 to May 31, 2011 (arising from services rendered), interest at 9% per annum, due monthly from September 30, 2011 to May 31, 2012 in nine $10,000 amounts, unsecured		82,500		80,000
Note payable to the Company’s corporate counsel dated November 1, 2010, interest at 9% per annum, due November 1, 2011, unsecured, now past due and in default		20,000		20,000
Note payable to the Company’s corporate counsel dated July 14, 2010, interest at 8% per annum, due April 16, 2011, unsecured, now past due and in default		5,500		5,500
Notes payable to an unsolicited accredited investor dated March 9, 2011, interest at 9% per annum, due March 9, 2012, unsecured		5,000		—
Notes payable to an unsolicited accredited investor dated August 4, 2011, interest at 9% per annum, due August 4, 2012, unsecured		5,000		—

	November 30, 2011			November 30, 2010
Notes payable dated from March 1, 2011 to October 1, 2011 to unsolicited accredited investors, interest at 12% per annum, due in varying amounts from September 1, 2011 to February 1, 2012, automatically convertible at maturity into common stock at a conversion price equal to 70% of the average closing price for the 15 days prior to the maturity date (less unamortized debt discount of $124,295 and $-0-, respectively)		1,433,205			—
Note payable of Liberty American, LLC to the Company’s corporate counsel, interest at 12% per annum, due on demand, unsecured		135,246			—
Total Notes and Loans Payable		2,842,451			267,500
Less: Current Portion		(2,842,451	)		(267,500	)
Long-Term Notes and Loans Payable	$	—		$	—

As more fully described in Note 8, a total of $15,000 notes payable (arising from professional services rendered) and $845 accrued interest was satisfied through the delivery of a total of 45,000,000 shares of the Company common stock in October and November of 2010. For the year ended November 30, 2011, a total of $57,500 notes payable (arising from professional services rendered) and $2,831 accrued interest was satisfied through the delivery of a total of 265,000,000 shares of Company common stock.

The $435,750 total intrinsic value of the beneficial conversion feature of the $1,433,205 convertible promissory notes at their issuance dates, which was reflected as a debt discount and an increase in additional paid-in capital, is amortized as interest expense over the terms of the notes. For the year ended November 30, 2011, amortization of the debt discount (reflected as interest expense) was $215,817.

At November 30, 2011 and 2010, accounts payable and accrued liabilities include $87,397 and $32,121, respectively, due the Company’s corporate counsel.

Accrued interest payable on the notes payable at November 30, 2011 and 2010 was $203,025 and $4,246, respectively, which is included within “accounts payable and accrued liabilities” in the Balance Sheet.

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PREFERRED STOCK AND COMMON STOCK

12 Months Ended

Nov. 30, 2011

Notes to Financial Statements

PREFERRED STOCK AND COMMON STOCK

PREFERRED STOCK AND COMMON STOCK

Effective December 23, 2009, the Company effected an 8:1 forward stock split of the issued and outstanding common stock. As a result, the issued and outstanding common stock increased from 9,960,000 shares of common stock to 79,680,000 shares of common stock. All share and per share amounts have been retroactively adjusted for all periods presented.

On September 21, 2007, the Company issued 48,000,000 shares of common stock at $0.000125 per share to the then sole Director of the Company for cash proceeds of $6,000.

During the period ended November 30, 2007, the Company accepted stock subscriptions for 31,680,000 shares of common stock at $0.00125 per share or $39,600 total. $35,100 was collected by November 30, 2007 and $4,500 was collected in December 2007.

On February 22, 2010 the Company entered into consulting agreements with five individuals (the “S-8 Consultants”) which provide for the S-8 Consultants to provide certain consulting services to the Company through March 31, 2010 and issued each of the S-8 Consultants, 4,000,000 shares of Company common stock (20,000,000 shares total). The $2,200,000 estimated fair value of the 20,000,000 shares was charged to operations in the three months ended February 28, 2010.

On March 3, 2010, the Company approved the designation of 20,000,000 shares of Preferred Stock as Series A Preferred Stock and the conversion of 48,000,000 shares of Company common stock owned by Opiuchus Holdings, Inc. (“Opiuchus”), a company controlled by Mark Daniel Klok (chief executive officer of the Company since November 9, 2009), into 14,000,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 4 shares of common stock and has voting rights, dividend rights, and liquidation rights on an “as converted basis”. The $360,000 estimated fair value of the 8,000,000 shares of common stock increase in common stock equivalents from the conversion transaction was charged to “officers and directors compensation” in the Statement of Operations in the three months ended May 31, 2010.

On March 12, 2010, the Company executed an Asset Purchase Agreement with Mexican Hunter Explorations S.A. de C.V., a corporation organized under the laws of Mexico (“MHE”), to acquire two gold and silver mining concessions known as “Los Tres Machos” and “Zuna” in Jalisco, in the state of Guadalahara, Mexico in exchange for 10,000,000 newly to be issued restricted shares of Company common stock. MHE is owned and controlled by Mark Daniel Klok and Robert Howie, each of whom are executive officers and directors of the Company. Accordingly, the mining assets and related addition to stockholders’ equity has been reflected at the $45,500 transferor’s historical cost of the mining assets.

On May 19, 2010, the Company issued a total of 13,333,332 shares of common stock (9,999,999 shares to three officers and directors; 3,333,333 shares to a consultant) for services rendered to the Company. The $400,000 estimated fair value of the 13,333,332 shares was charged $300,000 to “officers and directors compensation” and $100,000 to “consulting fees” in the Statement of Operations in the three months ended May 31, 2010.

On October 14, 2010, the Company entered into a Note Conversion Agreement with third parties. Pursuant to the agreement, the Company satisfied a $5,000 note payable to its corporate counsel dated March 15, 2010 (which arose from professional services rendered and was assigned to third parties) through the delivery of a total of 15,000,000 shares of Company common stock from October 22, 2010 to December 6, 2010 to the third parties. The Company reported the $294,736 excess of the fair value of the common stock at October 14, 2010 ($300,000) over the amount of the debt ($5,000) and accrued interest ($264) settled ($5,264 total) as “professional fees” in the Statement of Operations for the year ended November 31, 2010.

On October 15, 2010, the Company issued 100,000 shares of Series B Preferred Stock to Opiuchus for past services rendered to the Company. Each share of Series B Preferred Stock has 2,000 votes on all matters upon which the common shareholders vote (or a total equivalent of 200,000,000 voting shares for the 100,000 shares of Series B Preferred Stock); the Series B Preferred Stock has no dividend, distribution, or liquidation rights and is not convertible into shares of common stock. The $200,000 estimated fair value of the 100,000 shares of Series B Preferred Stock was charged to “officers and directors compensation” in the Statement of Operations for the year ended November 30, 2010.

Pursuant to Note Conversion Agreements with third parties dated November 8, 2010, November 15, 2010, and November 22, 2010, the Company satisfied a $10,000 note payable to its corporate counsel dated March 31, 2010 (which arose from professional services rendered and was assigned to third parties) through the delivery of a total of 30,000,000 shares of Company common stock (10,000,000 shares each on November 9, 2010, November 15, 2010, and November 23, 2010) to the third parties. The Company reported the $369,419 excess of the fair value of the common stock at the dates of the respective Note Conversion Agreements ($380,000 total) over the amount of debt ($10,000) and accrued interest ($581) settled ($10,581 total) as “professional fees” in the Statement of Operations for the year ended November 30, 2010.

On January 24, 2011, the Company issued 10,000,000 shares of common stock for the acquisition of Liberty American LLC, a Utah limited liability company that holds certain development rights with respect to the La Cienega gold mining concessions in Northern Sonora, Mexico.

On March 2, 2011, the Company issued 4,000,000 shares of common stock for services rendered to the Company. The $49,200 estimated fair value of the shares was charged to “consulting fees” in the Statement of Operations in the three months ended May 31, 2011.

On June 20, 2011, the Company issued 33,000,000 shares of common stock for services rendered to the Company. The $257,400 estimated fair value of the shares was charged to “consulting fees” in the Statement of Operations in the three months ended August 31, 2011.

On June 20, 2011, the Company issued a total of 13,600,000 shares of common stock (6,800,000 shares each to Robert Howie and Lee Rice, directors of the Company) for accrued services rendered to the Company. The $136,000 estimated fair value of the shares was charged to “officers and directors compensation” in the Statement of Operations in the three months ended August 31, 2011.

Pursuant to Note Conversion Agreements, the Company issued 414,000,000 shares of common stock for notes payable and accrued interest including $4,157,739 excess of fair value of common stock issued over the amount of debt and accrued interest settled ($3,639,669 charged to professional fees and $518,070 charged to loss on conversion of notes payable to investors in the Statement of Operations for the year ended November 20, 2011.

On October 5, 2011, the Company issued 15,000,000 shares of common stock for services rendered to the Company. The $9,000 estimated fair value of the shares was charged to “consulting fees” in the Statement of Operations for the year ended November 30, 2011.

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SUBSEQUENT EVENTS

12 Months Ended

Nov. 30, 2011

Notes to Financial Statements

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On December 1, 2011, the Board and holders of a majority of the voting rights of the Company’s capital stock issued and approved a restatement of the Company’s Articles of Incorporation. The purpose of the restatement of the Articles of Incorporation was to increase the number of authorized shares of Common Stock from 50,000,000 to 7,000,000,000 shares.

Also on December 1, 2011, the Board of Directors approved an amendment and restatement of the Certificate of Designation to the Company’s Articles of Incorporation. The only change to the Company’s Certificate of Designation was a change in the number of voting rights applicable to each share of Preferred Stock from twenty thousand (20,000) to one hundred fifty thousand (150,000).

On December 14, 2011, the Company converted into common stock certain unsecured promissory notes (the “Notes”) issued by the Company between February 1, 2011 and June 1, 2011. Subject to the terms and conditions contained therein, the Notes were converted into an aggregate of 4,287,142,876 shares of common stock of the Company.

On February 9, 2012, the Company issued an aggregate of 300,000 shares of Series C Preferred Stock (hereafter, the “Preferred Stock”) in equal amounts to Robert Howie, Chene Gardner, and Douglas McFarland, each members of the Board of Directors. The Preferred Stock contains no economic rights whatsoever, including no rights to participate in dividends, distributions, or the net assets of the Company upon liquidation, as well as no right to convert such shares into common stock or other securities of the Company. Each share of Preferred Stock does, however, possess 100,000 votes per share and is entitled to vote together with holders of the company’s common stock on all matters upon which common stockholders may vote.

On February 9, 2012, the Board of Directors dismissed Mark Klok as the Company’s Chief Executive Officer and Secretary. Mr. Klok had served in these capacities since November 5, 2011 and had also served as the Company’s Chief Executive Officer, and Secretary from November 9, 2009 to September 19, 2011.

Also on February 9, 2012, holders of a majority of the voting shares of the Company dismissed Mr. Klok from the Company’s Board of Directors. Mr. Klok had served as a member of the Board since November 9, 2009.

Also on February 9, 2012, the Company appointed Douglas McFarland and Chene Gardner to its Board of Directors and appointed Mr. Gardner as Chairman, Chief Financial Officer, and Secretary.

Also on February 9, 2012, the Board of Directors amended and restated the Company’s Bylaws in their entirety. The principal purpose of the restatement was to remove the requirement that all actions taken by the Board at a duly called meeting be made by unanimous vote and, instead, require that such vote be a majority of directors then present at the meeting.

On February 15, 2012, the Company appointed Douglas McFarland as Chief Executive Officer and Paul Donaldson as a member of the Board of Directors.

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Consolidate Statements of Operations (Parenthetical) (USD $)	12 Months Ended		50 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
Income Statement [Abstract]
Exploration and carrying costs, stock-based	123,000	0	123,000
Officers' and directors' stock-based compensation	$ 136,000	$ 400,000	$ 860,000
Consulting fees, stock-based compensation	315,600	2,200,000	2,606,600
Professional fees, stock-based compensation	3,639,338	664,154	4,303,492
Interest expense, amortization of debt discount	$ 311,455	$ 0	$ 350,391

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Nov. 30, 2011

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)   Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is November 30.

b)   Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation of stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)   Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

d)   Fair Value of Financial Instruments

Our financial instruments consist principally of cash and cash equivalents, accounts payable and accrued liabilities, due to related parties, and notes payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

e)   Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in foreign currency and management has adopted ASC 830, Foreign Currency Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

f)   Basic and Diluted Net Income (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

g)   Long Lived Assets

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than

not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying abount is not recoverable and exceeds fair value.

h)   Mining Assets and Mineral Property Costs

The Company has been in the exploration stage since its formation on April 25, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired from an unrelated third party through the issuance of the Company’s shares, the mineral property will be recorded at the fair value of the respective property or the fair value of the shares, whichever is more readily determinable.

When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre feasibility, the costs incurred to develop such property will be capitalized.

i)   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 normal operations of such assets.

j)   Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

k)   Stock-Based Compensation

In accordance with ASC 718, Compensation – Stock Compensation, the Company accounts for share-based payments using the fair value method. The Company has not issued any stock

options since its inception. Preferred and common shares issued to third parties for non-cash consideration are valued based on the fair market value of the stock on the measurement date.

l)   Comprehensive Income

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income or loss and its components in the financial statements. Since inception, except for net loss, the Company has had no other items that represent comprehensive income or loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. 

m)   Recently Issued Accounting Pronouncements

We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended November 30, 2011 and 2010.