UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
|
Washington, D.C. 20549
|
|
FORM 10-Q
|
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (the Exchange Act)
For the quarterly period
ended
FEBRUARY 29, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from _____ to _______
Commission file number: 000-54008
ALL AMERICAN GOLD CORP.
|
(formerly Osprey Ventures, Inc.)
|
(Exact name of small business issuer in its charter)
|
Wyoming
|
26-0665571
|
(State or other jurisdiction of incorporation or
|
(I.R.S. Employer Identification No.)
|
organization)
|
|
|
|
700 North High School Rd., No. 203, Indianapolis,
Indiana
|
46214
|
(Address of principal executive offices)
|
(Zip Code)
|
Issuers telephone number:
(317) 926-4653
|
|
Securities Registered Under Section 12(b) of the Exchange
Act:
None
|
|
Securities Registered Under Section 12(g) of the Exchange
Act:
|
Common Stock, $0.001 par value
|
(Title of class)
|
Indicate by check mark whether the issuer (1) has 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 [
X
] No [ ]
Indicate by check mark whether the registrant is a shell
Corporation (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [
X
]
Indicate by check mark whether the registrant is a large
accelerated filer, a non-accelerated filer or a smaller reporting
Corporation.
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting Corporation [
X
]
|
State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:
96,636,132
shares of Common Stock as of the date of this report.
The aggregate market
value of the of the voting stock held by non-affiliates of the issuer as of the
date of this report was approximately $2,949,529 predicated on 42,136,132 shares
and based on the last reported sales price ($0.07) on the OTC Bulletin Board on
that date (symbol AAGC). We do not have any authorized, issued or outstanding
non-voting common stock.
Transitional Small Business Format.
Yes [ ] No [
X
]
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
FINANCIAL STATEMENTS
|
|
For the third quarter ended February 29, 2012
|
BALANCE SHEETS AS OF FEBRUARY 29, 2012 (UNAUDITED), AND MAY
31, 2011.
STATEMENTS OF OPERATIONS FOR THE THREE- AND NINE-MONTH
PERIODS ENDED FEBRUARY 29, 2012 (UNAUDITED), AND FEBRUARY 28, 2011 (UNAUDITED),
AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO FEBRUARY 29, 2012
(UNAUDITED).
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD
FROM MAY 17, 2006 (INCEPTION), TO FEBRUARY 29, 2012 (UNAUDITED).
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED FEBRUARY
29, 2012 (UNAUDITED), AND FEBRUARY 28, 2011 (UNAUDITED), AND FOR THE PERIOD FROM
MAY 17, 2006 (INCEPTION), TO FEBRUARY 29, 2012 (UNAUDITED).
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
F-1
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
BALANCE SHEETS
|
AS OF FEBRUARY 29, 2012 (UNAUDITED), AND MAY 31,
2011
|
|
|
February 29, 2012
|
|
|
|
|
|
|
(Unaudited)
|
|
|
May
31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
Cash
|
$
|
7,898
|
|
$
|
9,913
|
|
Prepaid Expenses
|
|
2,820
|
|
|
1,100
|
|
TOTAL
ASSETS
|
$
|
10,718
|
|
$
|
11,013
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
Due to a
related party former officer & director
|
$
|
40,000
|
|
$
|
30,000
|
|
Due to a non related party
|
|
10,500
|
|
|
10,000
|
|
Convertible note
and interest, net of discount
|
|
-
|
|
|
247,301
|
|
Accounts payable and accrued liabilities
|
|
4,277
|
|
|
14,096
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
54,777
|
|
|
301,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY (DEFICIT)
|
|
|
|
|
|
|
Capital stock
|
|
|
|
|
|
|
Authorized
|
|
|
|
|
|
|
800,000,000 shares
of common stock, $0.001 par value,
|
|
|
|
|
|
|
Issued and
outstanding
|
|
|
|
|
|
|
96,594,455 and
92,900,000 shares of common stock respectively
|
|
96,594
|
|
|
92,900
|
|
Additional paid-in
capital
|
|
2,073,888
|
|
|
157,400
|
|
Deficit accumulated during the exploration stage
|
|
(2,214,541
|
)
|
|
(540,684
|
)
|
Total stockholders equity (deficit)
|
|
(44,059
|
)
|
|
(290,384
|
)
|
TOTAL
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
|
$
|
10,718
|
|
$
|
11,013
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements
F-2
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
STATEMENTS OF OPERATIONS
|
FOR THE THREE- AND NINE-MONTHS ENDED FEBRUARY 29,
2012, AND FEBRUARY 28, 2011
|
AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO
FEBRUARY 29, 2012
|
(Unaudited)
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine months
|
|
|
Nine months
|
|
|
May 17, 2006
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
(inception) to
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
February 29,
|
|
|
February 28,
|
|
|
February 29,
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration mining property China
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,000
|
|
Exploration mining property Goldfield USA
|
|
10,500
|
|
|
-
|
|
|
161,067
|
|
|
302,359
|
|
|
464,874
|
|
Exploration mining property Belleville
USA
|
|
1,469
|
|
|
-
|
|
|
157,441
|
|
|
-
|
|
|
157,441
|
|
Exploration mining property Iowa Canyon USA
|
|
-
|
|
|
-
|
|
|
57,010
|
|
|
-
|
|
|
57,010
|
|
Bank charges
|
|
126
|
|
|
111
|
|
|
466
|
|
|
563
|
|
|
2,129
|
|
Loss (gain) on currency exchange
|
|
-
|
|
|
(47
|
)
|
|
504
|
|
|
(47
|
)
|
|
1,233
|
|
Loss on conversion of debenture
|
|
-
|
|
|
-
|
|
|
71,996
|
|
|
-
|
|
|
71,996
|
|
Interest expense promissory note
|
|
250
|
|
|
247
|
|
|
751
|
|
|
748
|
|
|
3,395
|
|
Interest expense convertible note
|
|
-
|
|
|
3,430
|
|
|
108,199
|
|
|
6,667
|
|
|
118,500
|
|
Contributed administrative support
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
300
|
|
Consulting
|
|
3,000
|
|
|
-
|
|
|
6,000
|
|
|
1,000
|
|
|
25,500
|
|
Office
|
|
2,359
|
|
|
4,078
|
|
|
14,871
|
|
|
5,514
|
|
|
35,575
|
|
Organizational costs
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
300
|
|
Professional fees
|
|
3,078
|
|
|
6,024
|
|
|
13,667
|
|
|
21,605
|
|
|
99,002
|
|
Corporate services
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,000
|
|
Public relations
|
|
1,560
|
|
|
240
|
|
|
10,877
|
|
|
3,588
|
|
|
16,396
|
|
Investor relations
|
|
12,500
|
|
|
-
|
|
|
42,500
|
|
|
-
|
|
|
42,500
|
|
Registration and filing fees
|
|
1,759
|
|
|
890
|
|
|
8,689
|
|
|
11,718
|
|
|
30,872
|
|
Management fees
|
|
3,000
|
|
|
15,500
|
|
|
1,011,000
|
|
|
15,500
|
|
|
1,037,477
|
|
Transfer agent fees
|
|
955
|
|
|
460
|
|
|
5,780
|
|
|
2,582
|
|
|
14,984
|
|
Travel and meals
|
|
459
|
|
|
520
|
|
|
3,039
|
|
|
804
|
|
|
10,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
41,015
|
|
|
31,453
|
|
|
1,673,857
|
|
|
372,601
|
|
|
2,214,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FOR THE PERIOD
|
$
|
(41,015
|
)
|
$
|
(31,453
|
)
|
$
|
(1,673,857
|
)
|
$
|
(372,601
|
)
|
$
|
(2,214,541
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED LOSS PER COMMON
SHARE
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.02
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF BASIC
AND DILUTED
COMMON SHARES
OUTSTANDING
|
|
96,594,455
|
|
|
92,872,222
|
|
|
95,866,875
|
|
|
91,215,018
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements
F-3
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
|
FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO
FEBRUARY 29, 2012 (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Share
|
|
|
During the
|
|
|
|
|
|
|
(Note 7)
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
Exploration
|
|
|
|
|
|
|
Common Stock
|
|
|
Capital
|
|
|
Receivable
|
|
|
Stage
|
|
|
Total
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash at
$0.001 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- May 31, 2006 (note 3)
|
|
50,000,000
|
|
$
|
50,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
50,000
|
|
- Share Subscription receivable
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(50,000
|
)
|
|
-
|
|
|
(50,000
|
)
|
Net loss for the
period ended May 31, 2006
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(300
|
)
|
|
(300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May
31, 2006
|
|
50,000,000
|
|
|
50,000
|
|
|
-
|
|
|
(50,000
|
)
|
|
(300
|
)
|
|
(300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Subscription Received
|
|
-
|
|
|
-
|
|
|
(45,000
|
)
|
|
50,000
|
|
|
|
|
|
5,000
|
|
March 23, 2007, common stock
private placement ($0.01/ share) (note 7)
|
|
22,000,000
|
|
|
22,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
22,000
|
|
Net loss for the
year ended May 31, 2007
|
|
-
|
|
|
-
|
|
|
200
|
|
|
-
|
|
|
(12,102
|
)
|
|
(11,902
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance May 31,
2007
|
|
72,000,000
|
|
|
72,000
|
|
|
(44,800
|
)
|
|
-
|
|
|
(12,402
|
)
|
|
14,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed administrative support
|
|
-
|
|
|
-
|
|
|
100
|
|
|
-
|
|
|
-
|
|
|
100
|
|
Net loss for the year ended May 31, 2009
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(22,061
|
)
|
|
(22,061
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance May 31, 2008
|
|
72,000,000
|
|
|
72,000
|
|
|
(44,700
|
)
|
|
-
|
|
|
(34,463
|
)
|
|
(7,163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended May 31, 2009
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(21,286
|
)
|
|
(21,286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance May 31, 2009
|
|
72,000,000
|
|
|
72,000
|
|
|
(44,700
|
)
|
|
-
|
|
|
(55,749
|
)
|
|
(28,449
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subscribed for cash at
$0.05 per share under S-1 registration
|
|
18,400,000
|
|
|
18,400
|
|
|
73,600
|
|
|
-
|
|
|
-
|
|
|
92,000
|
|
Net loss for the
year ended May 31, 2010
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(77,051
|
)
|
|
(77,051
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance May 31,
2010
|
|
90,400,000
|
|
|
90,400
|
|
|
28,900
|
|
|
-
|
|
|
(132,800
|
)
|
|
(13,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued
at a value of
$0.005 per share
Nov 10, 2010 (note 7)
|
|
2,500,000
|
|
|
2,500
|
|
|
10,000
|
|
|
-
|
|
|
-
|
|
|
12,500
|
|
Intrinsic value of beneficial conversion feature of convertible debenture (Note 8)
|
|
-
|
|
|
-
|
|
|
118,500
|
|
|
-
|
|
|
-
|
|
|
118,500
|
|
Net loss for the
year ended May 31, 2011
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(407,884
|
)
|
|
(407,884
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance May 31,
2011
|
|
92,900,000
|
|
$
|
92,900
|
|
$
|
157,400
|
|
$
|
-
|
|
$
|
(540,684
|
)
|
$
|
(290,384
|
)
|
F-4
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
|
FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO
FEBRUARY 29, 2012 (UNAUDITED)
|
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Share
|
|
|
During the
|
|
|
|
|
|
|
(Note 7 )
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
Exploration
|
|
|
|
|
|
|
Common Stock
|
|
|
Capital
|
|
|
Receivable
|
|
|
Stage
|
|
|
Total
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance May 31, 2011
|
|
92,900,000
|
|
$
|
92,900
|
|
$
|
157,400
|
|
$
|
-
|
|
$
|
(540,684
|
)
|
$
|
(290,384
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued at a deemed value of $0.50 per share
July 1, 2011, consulting agreement
|
|
2,000,000
|
|
|
2,000
|
|
|
998,000
|
|
|
-
|
|
|
-
|
|
|
1,000,000
|
|
Common stock
issued at a value of $0.50
per share July 13, 2011, (note 7) private placement
|
|
400,000
|
|
|
400
|
|
|
199,600
|
|
|
-
|
|
|
-
|
|
|
200,000
|
|
Common stock issued at $0.067 per share July 13, 2011,
(note 7) conversion of debenture
|
|
875,000
|
|
|
875
|
|
|
421,121
|
|
|
-
|
|
|
-
|
|
|
421,996
|
|
Common stock
issued at a value of $0.70 per share Sept 12, 2011, (note 7) private placement
|
|
400,000
|
|
|
400
|
|
|
279,600
|
|
|
-
|
|
|
-
|
|
|
280,000
|
|
Common stock issued at a value of $0.51
per share Oct 3,
2011, due under Nevada option agreements
|
|
19,455
|
|
|
19
|
|
|
18,167
|
|
|
-
|
|
|
-
|
|
|
18,186
|
|
Net loss for the period ended
February 29, 2012
(unaudited)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,673,857
|
)
|
|
(1,673,857
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
Balance February 29, 2012
|
|
96,594,455
|
|
$
|
96,594
|
|
$
|
2,073,888
|
|
$
|
-
|
|
$
|
(2,214,541
|
)
|
$
|
(44,059
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements
F-5
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
STATEMENTS OF CASH FLOWS
|
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2012, AND
FEBRUARY 28, 2011,
|
AND FOR THE PERIOD FROM INCEPTION TO FEBRUARY 29,
2012
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Cumulative results of
|
|
|
|
Nine months
|
|
|
Nine months
|
|
|
operations May 17,
|
|
|
|
Ended
|
|
|
Ended
|
|
|
2006 (inception) to
|
|
|
|
February 29, 2012
|
|
|
February 28, 2011
|
|
|
February 29, 2012
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
$
|
(1,673,857
|
)
|
$
|
(372,601
|
)
|
$
|
(2,214,541
|
)
|
Adjustments to reconcile net
loss to net cash used in operating activities
|
|
|
|
|
|
|
|
|
|
- contributed
administrative expense
|
|
-
|
|
|
-
|
|
|
300
|
|
- due under Goldfields option
|
|
-
|
|
|
-
|
|
|
-
|
|
- issuance of
shares under consulting agreement
|
|
1,000,000
|
|
|
12,500
|
|
|
1,012,500
|
|
- issuance of shares under
option agreements
|
|
18,186
|
|
|
-
|
|
|
18,186
|
|
- accretion of
interest on convertible notes
|
|
108,199
|
|
|
6,667
|
|
|
118,500
|
|
- loss on conversion of
debenture
|
|
71,996
|
|
|
-
|
|
|
71,996
|
|
Changes in:
|
|
|
|
|
|
|
|
|
|
- prepaid expenses
|
|
(1,720
|
)
|
|
200
|
|
|
(2,820
|
)
|
- due to a
related party
|
|
-
|
|
|
-
|
|
|
3,325
|
|
- accounts payable and accrued liabilities
|
|
(9,819
|
)
|
|
(1,252
|
)
|
|
952
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED
IN OPERATING
ACTIVITIES
|
|
(487,015
|
)
|
|
(354,486
|
)
|
|
(991,602
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of
common stock
|
|
480,000
|
|
|
-
|
|
|
599,000
|
|
Loan from non-related party
|
|
5,000
|
|
|
-
|
|
|
5,000
|
|
Repayment of notes payable
|
|
-
|
|
|
-
|
|
|
(21,091
|
)
|
Proceeds from issuance of promissory note
payable
|
|
-
|
|
|
5,000
|
|
|
61,091
|
|
Proceeds from convertible notes
|
|
-
|
|
|
355,000
|
|
|
355,500
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING
ACTIVITIES
|
|
485,000
|
|
|
360,500
|
|
|
999,500
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
(2,015
|
)
|
|
6,014
|
|
|
7,898
|
|
|
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD
|
|
9,913
|
|
|
8,926
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD
|
$
|
7,898
|
|
$
|
14,940
|
|
$
|
7,898
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: cash
paid for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on promissory
and convertible notes
|
$
|
249
|
|
$
|
-
|
|
$
|
1,893
|
|
Non-cash investing and financing
activities
|
|
|
|
|
|
|
|
|
|
Common stock issued to convert notes payable
|
|
350,000
|
|
|
-
|
|
|
350,000
|
|
The accompanying notes are an integral part of these financial
statements
F-6
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 1 - BASIS OF PRESENTATION
The condensed financial statements
presented herein have been prepared by the Company in accordance with the
accounting policies in its audited financial statements for the period ended May
31, 2011, as filed with the SEC on Form 10K and should be read in conjunction
with the notes thereto. The Company is in the exploration stage.
On August 23, 2010, the Company entered
into three agreements with TAC Gold Inc., a Canadian reporting issuer, in
regards to the acquisition of certain property interests (a) an option to
acquire a 70% interest in a mineral exploration property called the Belleville
property in Mineral County, Nevada; (b) an option to acquire a 35% interest in a
mineral exploration property called the Goldfield West property in Esmeralda
County, Nevada; and a right of first refusal on an additional exploration
property called the Iowa Canyon property in Lander County, Nevada for period
of 12 months which resulted in the Company on September 9, 2011, entering into
an option to acquire a 15% interest in the mineral exploration property (see
Note 4) that was subsequently terminated on January 11, 2012.
In April, 2007, the Company entered
into an Option to Purchase and Royalty Agreement to acquire a 25% interest in a
mining property with no known reserves, known as the Gao Feng property, in
Jiangxi Province, east-central China, such option being terminated on January
31, 2011 as a result of insufficient results being obtained from the first phase
of exploration and the high costs of a projected second phase (see Note 4).
In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) which are
necessary to provide a fair presentation of operating results for the interim
period presented have been made. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
year.
The Company is considered an
exploration stage company as it has not generated revenues from its
operations.
NOTE 2 GOING CONCERN
These financial statements have been
prepared in conformity with generally accepted accounting principles in the
United States of America with the assumption that the Company will be able to
realize its assets and discharge its liabilities in the normal course of
business rather than through a process of forced liquidation.
The Companys significant operating
losses raise substantial doubt about the ability to continue as a going concern.
Inherent in the Companys business are various risks and uncertainties,
including its limited operating history, historical operating losses, dependence
upon strategic alliances, and the historical success rate of mineral
exploration.
As shown in the accompanying financial
statements, the Company has incurred an accumulated deficit of $2,214,541 for
the period from May 17, 2006 (inception), to February 29, 2012, and has no
revenue. The Companys future success is primarily dependent upon the existence
of gold or other precious minerals on properties for which the Company owns a
working interest or an option to acquire an interest. No minerals have yet been
discovered on the property. The Companys success will also be dependent upon
its ability to raise sufficient capital to fund its exploration programs and, if
gold is discovered, to exploit the discovery on a timely and cost-effective
basis.
F-7
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 3 RELATED PARTY TRANSACTIONS
In 2006, the Company issued a total of
50,000,000 shares of its restricted common stock to two directors (25,000,000 to
each) for $5,000 ($0.0001/share) .
Officers contributed administrative
services to the Company for all periods to May 31, 2008. The time and effort was
recorded in the accompanying financial statements based on the prevailing rates
for such services, which equaled $50 per hour based on the level of services
performed. The services were reported as contributed administrative support with
a corresponding credit to additional paid-in capital. No contributed
administrative costs have been incurred in the current year to date.
On January 1, 2009, the Company entered
into a Management Services Agreement with its then President and Director to
provide certain financial and administrative management services for the Company
at a rate of Hong Kong $5,000 (approximately US $645) per month for a one year
period. The contract was fully paid in December, 2009 but was not renewed as a
result of the lack of available funds from within operations.
During 2010-2011, a director advanced
the Company a total of $40,000 with no specific terms of repayment.
On December 1, 2010, the Company
entered into a consulting agreement with Brent Welke, our president, Chief
Executive Officer and a director, for a term of 36 months, whereby Mr. Welke
agreed to provide the Company with various consulting services. As compensation,
the Company agreed to pay Mr. Welke US$1,000 on the first day of each of the 36
months, pursuant to the terms of the consulting agreement and issued 2,500,000
shares of the Companys common stock which, for accounting purposes, was valued
at $12,500 which was based on the previously last issue price of our common
stock of $0.005 per share.
On July 1, 2011, the Company entered
into a consulting agreement with Gaspar R. Gonzalez, our treasurer, Chief
Financial Officer and a director, for a term of 36 months, whereby Mr. Gonzalez
agreed to provide the Company with various financial consulting services. As
compensation, the Company agreed to pay him US$1,000 on the first day of each of
the 36 months, pursuant to the terms of the consulting agreement and issued
2,000,000 shares of the Companys common stock which, for accounting purposes,
was valued at $1,000,000 which is based on the last price at which our common
stock traded at the close of business on July 1, 2011 $0.50 per share.
NOTE 4 OPTION ON MINERAL PROPERTY UNPROVEN MINERAL
INTERESTS
Mineral Property Interests
State of Nevada U.S.A.
On August 23, 2010, we entered into
three agreements with TAC Gold Inc., a Canadian reporting issuer, in regards to
the acquisition of certain property interests. The interests that we have
acquired are as follows:
-
An option to acquire a 70% interest in a mineral exploration property
called the Belleville property in Mineral County, Nevada. TAC has an
underlying option agreement with Minquest Inc. for the acquisition of a 100%
interest in the property (under which agreement Minquest has retained a 3% net
smelter return royalty);
-
An option to acquire a 35% interest in a mineral exploration property
called the Goldfield West property in Esmeralda County, Nevada. TAC has an
underlying option agreement with Minquest Inc. for the acquisition of a 100%
interest in the property; and
F-8
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 4 OPTION ON MINERAL PROPERTY UNPROVEN MINERAL
INTERESTS (continued)
-
A right of first refusal on an additional exploration property called the
Iowa Canyon property in Lander County, Nevada for period of 12 months; In
September, 2011, we converted that right to an option to acquire a 15%
interest in the property and then terminated the agreement on January 18, 2012
in order to focus on the Goldfield and Belleville prospects. TAC has an
underlying option agreement with Minquest Inc. for the acquisition of a 100%
interest in the property.
Pursuant to the terms of the above
noted option agreements, in order to earn the 70% interest in the Belleville
property we have assumed our 70% portion of the obligations of TAC Gold under
their option agreements with Minquest which consist of:
-
Making payments in the aggregate amount of $170,000 in payments ranging
from $20,000 to $50,000, to the sixth anniversary of the underlying option
agreement; and
-
Incurring exploration expenditures in the aggregate amount of $1,320,000
in annual amounts ranging from $120,000 to $400,000, to the seventh
anniversary of the underlying option agreement.
In regards to the option agreement for
the Goldfield West property, in order to earn the 35% interest in the property
we have assumed our 35% portion of the obligations of TAC Gold under their
option agreements with Minquest which consist of:
-
Making payments in the aggregate amount of $98,000 in annual periodic
payments ranging from $7,000 to $24,500 to the seventh anniversary of the
underlying option agreement and initial payments of $300,000; and
-
Incurring exploration expenditures in the aggregate amount of $770,000 in
annual amounts ranging from $70,000 to $175,000 to the seventh anniversary of
the underlying option agreement.
Upon payment of the $300,000 to TAC
Gold Inc. (paid as to $200,000 on September 14, 2010, and $100,000 on November
24, 2010), we earned a 35% interest in the Goldfield West Property. In order to
maintain this 35% interest, we are required to aggregate cash payments of
$98,000 over a seven year period and incur an aggregate of $770,000 in
exploration expenditures over a seven year period as described in the table
below.
In regards to the option agreement for
the Iowa Canyon property, in order to earn the 15% interest in the property we
had assumed our 15% portion of the obligations of TAC Gold under their option
agreements with Minquest which consist of:
-
Making payments in the aggregate amount of $89,000 in annual periodic
payments ranging from $4,500 to $10,500, through the seventh anniversary of
the Underlying Option Agreement.
-
Incurring exploration expenditures in the minimum aggregate amount of
$300,000 in annual amounts ranging from $30,000 to $75,000, through the
seventh anniversary of the Underlying Option Agreement.
In addition, TAC Gold is required to
make certain share issuances to Minquest under the terms of their option
agreements (700,000 shares in regards to the Belleville property, 1,000,000
shares in regards to the Goldfield West Property and 825,000 shares in regards
to the Iowa Canyon property, periodically over the terms of the agreements). We
are obligated to reimburse TAC Gold in either cash for the fair market value of
the TAC Gold shares that are issued to Minquest or in the issuance of the
equivalent value of All American shares as have a market value equal to the
amount of the payment then due. The common shares of TAC Gold are listed for
trading on the Canadian National Stock Exchange.
F-9
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 4 OPTION ON MINERAL PROPERTY UNPROVEN MINERAL
INTERESTS (continued)
The schedule of payments, stock
issuances & required property expenditures under the agreements is:
BELLEVILLE ALL AMERICANS 70%
INTEREST
All
Americans Portion
Anniversary Date
|
70%
Payment
|
Share Issuance
|
70%
Property Expenditure
|
August 4, 2010
|
Paid by TAC
|
Nil
|
Paid by TAC
|
August 4, 2011
|
$14,000 (paid)
|
9,804
|
$84,000 (paid)
|
August 4, 2012
|
$21,000
|
TBD
|
$105,500
|
August 4, 2013
|
$21,000
|
TBD
|
$140,000
|
August 4, 2014
|
$28,000
|
TBD
|
$140,500
|
August 4, 2015
|
$35,000
|
TBD
|
$175,000
|
August 4, 2016
|
$0
|
TBD
|
$280,000
|
TOTALS
|
$133,000
|
|
$995,000
|
As of the date of this periodic report,
we are in full compliance with the terms of the option agreement on the
Belleville property and are current in all payments, exploration expenditures or
advances on planned exploration programs and share issuances to TAC under the
option agreements.
GOLDFIELD ALL AMERICAN 35%
INTEREST
All American must pay to TAC Gold
$200,000 on date of execution and $100,000 by November 21, 2010 (fully paid)
All
Americans Portion
Anniversary Date
|
35% of TAC
Payment
|
Share Issuance
|
35%
Property Expenditure
|
September 14, 2010
|
$200,000 (paid)
|
Nil
|
Nil
|
November 21,
2010
|
$100,000 (paid)
|
Nil
|
Nil
|
January 20, 2011
|
$7,000 (paid) *
|
9,651
|
$70,000 (paid)
|
January 20, 2012
|
$10,500 (paid)
|
41,677
|
$70,000
|
September20, 2013
|
$10,500
|
TBD
|
$87,500
|
January 20, 2014
|
$14,000
|
TBD
|
$105,000
|
January 20, 2015
|
$14,000
|
TBD
|
$122,500
|
January 20, 2016
|
$17,500
|
TBD
|
$140,000
|
January 20, 2017
|
$24,500
|
TBD
|
$175,000
|
TOTALS
|
$398,000
|
|
$770,000
|
|
*
|
included as a credit as part of the cost of the
acquisition of the option agreement and paid by TAC
Gold
|
As of the date of this periodic report,
we are in full compliance with the terms of the option agreement on the
Goldfield West property and are current in all payments, exploration
expenditures or advances on planned exploration programs and share issuances to
TAC under the option agreements. At this time, neither TAC nor Minquest are in a
position to present a geological exploration and drilling program for the
current year and do not expect to be until sometime in the late Spring or early
summer. Therefore, TAC has postponed the requirement of the Option Agreement
that requires the property expenditure payment be made on January 20, 2012, until September 20, 2012, or
until such time as they are prepared to made specific recommendations as to an
exploration program for the current year. In the event that we elected to
terminate the option agreement, no payment would be required to be made. Should
TAC fail to make its required property expenditures, All American would either
have to negotiate with Minquest and form a new option agreement between Minquest
and All American or terminate the option and lose our interest in the property
or make some other mutually agreeable arrangement with the parties involved. The
share issuance to TAC under the option agreement was made subsequent to the end
of the quarter. As of the date of this periodic report, we are otherwise in full
compliance with the terms of the option agreement on the Goldfields West
property and are current in all other payments, exploration expenditures or
advances on planned exploration programs and share issuances to TAC under the
option agreements.
F-10
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 4 - OPTION ON MINERAL PROPERTY - UNPROVEN MINERAL
INTERESTS (continued)
IOWA CANYON ALL AMERICAN 15%
INTEREST
All American must pay to TAC Gold
$50,000 on date of execution (paid) and a further $50,000 by January 11, 2012
which has not been made. On January 12, 2012, the Board of Directors decided not
to proceed further with the Iowa Canyon property at this time because raising
the required funds would strain or jeopardize our ability to secure the funds
that we require to continue moving forward with our two primary targets the
Belleville and Goldfield West projects. At this point there will be no further
expenditures made in regards to the Iowa Canyon property.
Gao Feng Gold Property Jiangxi
Province, China
In April, 2007 the Company entered into
an Option to Purchase and Royalty Agreement, as amended May 15, 2010, to acquire
a 25% interest in a mining property with no known reserves, in Jiangxi Province,
China. As at November 30, 2009, the Company had paid for its portion of the
first phase of a planned two-phase exploration program in the amount of $20,000.
The field work for the first phase was carried out between February 15 and March
3, 2010, to determine if there are commercially exploitable deposits of gold and
silver. On January 31, 2011, the agreement was terminated as a result of
insufficient results being obtained from the first phase of exploration and the
high costs of a projected second phase as reported and recommended in a
geological engineering report dated January 18, 2011. No further payments or
consideration are required as a result of the termination of the agreement.
NOTE 5 RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
PRONOUNCEMENTS
In June 2009, ASC Topic
The FASB
(Financial Accounting Standards Board Accounting Standards Codification (TM) and
the Hierarchy of Generally Accepted Accounting Principles A Replacement of
FASB Statement No. 162
was issued. This standard establishes the FASB
Accounting Standards Codification (TM) (the Codification) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with US GAAP. The Codification does not change current US GAAP, but
is intended to simplify user access to all authoritative US GAAP by providing
all the authoritative literature related to a particular topic in one place.
The Codification was effective for
interim and annual periods ending after September 15, 2009, and as of the
effective date, all existing accounting standard documents were superseded. The
Codification was effective in the second quarter of the year ending May 31,
2010, and accordingly, the Annual Report on Form 10-K for the year ended May 31,
2010, and all subsequent public filings will reference the Codification as the
sole source of authoritative literature. All guidance
contained in the Codification carries an equal level of authority. The
Codification superseded all existing non-SEC accounting and reporting standards.
All other non-grandfathered, non-SEC accounting literature not included in the
Codification is non-authoritative. The FASB will not issue new standards in the
form of Statements, FASB Staff Positions or Emerging Issues Task Force
Abstracts. Instead, it will issue Accounting Standards Updates (ASUs). It will
not consider ASUs as authoritative in their own right. ASUs will serve only to
update the Codification, provide background information about the guidance and
provide the bases for conclusions on the change(s) in the Codification.
References made to FASB guidance throughout these consolidated financials have
been updated for the Codification.
F-11
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 5 RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
PRONOUNCEMENTS (Continued)
In June 2011, the FASB issued ASU
2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive
Income, which is effective for annual reporting periods beginning after
December 15, 2011. ASU 2011-05 will become effective for the Company on December
1, 2012. This guidance eliminates the option to present the components of other
comprehensive income as part of the statement of changes in stockholders
equity. In addition, items of other comprehensive income that are reclassified
to profit or loss are required to be presented separately on the face of the
financial statements. This guidance is intended to increase the prominence of
other comprehensive income in financial statements by requiring that such
amounts be presented either in a single continuous statement of income and
comprehensive income or separately in consecutive statements of income and
comprehensive income. The adoption of ASU 2011-05 is not expected to have a
material impact on our financial position or results of operations.
In April 2010, the FASB issued ASU
2010-13, "CompensationStock Compensation (Topic 718) - Effect of Denominating
the Exercise Price of a Share-Based Payment Award in the Currency of the Market
in Which the Underlying Equity Security Trades (A consensus of the FASB Emerging
Issues Task Force)" (ASU 2010-13). ASU 2010-13 clarifies that a share-based
payment award with an exercise price denominated in the currency of a market in
which a substantial portion of the entitys equity securities trades should not
be considered to contain a condition that is not a market, performance, or
service condition. Therefore, such an award should not be classified as a
liability if it otherwise qualifies as equity. This clarification of existing
practice is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2010, with early application
permitted. We are currently evaluating the impact of this ASU; however, we do
not expect the adoption of this ASU to have a material impact on our financial
statements.
In March 2010, the FASB (Financial
Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU
2010-11),
Derivatives and Hedging (Topic 815): Scope Exception Related to
Embedded Credit Derivatives.
The amendments in this Update are effective
for each reporting entity at the beginning of its first fiscal quarter beginning
after June 15, 2010. Early adoption is permitted at the beginning of each
entitys first fiscal quarter beginning after issuance of this Update. The
Company does not expect the provisions of ASU 2010-11 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In May 2009, ASC Topic 855,
Subsequent Events
was issued which established principles and
requirements for evaluating and reporting subsequent events and distinguishes
which subsequent events should be recognized in the financial statements versus
which subsequent events should be disclosed in the financial statements. ASC
Topic 855 was effective for interim periods ending after June 15, 2009. Because
it impacts the disclosure requirements, not the accounting treatment for
subsequent events, the adoption of ASC Topic 855 did not impact our consolidated
results of operations or financial condition. In February 2010, the FASB issued
ASU No. 2010-09
Subsequent Events (ASC Topic 855) Amendments to Certain
Recognition and Disclosure Requirements
(ASU No. 2010-09) which requires an
entity that is an SEC filer to evaluate subsequent events through the date that
the financial statements are issued. The adoption did not have an impact on the
Companys financial position and results of operations. See Note 8 for
disclosures regarding subsequent events.
F-12
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 5 RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
PRONOUNCEMENTS (Continued)
In January 2010, FASB issued Accounting
Standards Update (ASU) No. 2010-06,
Improving Disclosures about Fair Value
Measurements
which amends FASB Accounting Standards Codification (ASC)
820 and clarifies and provides additional disclosure requirements related to
recurring and non-recurring fair value measurements and employers disclosures
about postretirement benefit plan assets. This ASU is effective for interim and
annual reporting periods beginning after December 15, 2010. The adoption of ASU
2010-06 did not have a material impact on the Companys financial
statements.
In April 2009, the FASB issued ASC
805-10,
Accounting for Assets Acquired and Liabilities assumed in a Business
Combination That Arise from ContingenciesAn Amendment of FASB Statement No. 141
(Revised December 2007), Business Combinations
. ASC 805-10 addresses
application issues raised by preparers, auditors and members of the legal
profession on initial recognition and measurement, subsequent measurement and
accounting and disclosure of assets and liabilities arising from contingencies
in a business combination. ASC 805-10 is effective for assets or liabilities
arising from contingencies in business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. ASC 805-10 will have an impact on our accounting
for any future acquisitions and its consolidated financial statements.
In August 2009, the FASB issued ASU No.
2010-05,
Measuring Liabilities at Fair Value
, which provides additional
guidance on how companies should measure liabilities at fair value under ASC
820. The ASU clarifies that the quoted price for an identical liability should
be used. However, if such information is not available, an entity may use the
quoted price of an identical liability when traded as an asset, quoted prices
for similar liabilities or similar liabilities traded as assets, or another
valuation technique (such as the market or income approach). The ASU also
indicates that the fair value of a liability is not adjusted to reflect the
impact of contractual restrictions that prevent its transfer and indicates
circumstances in which quoted prices for an identical liability or quoted price
for an identical liability traded as an asset may be considered level 1 fair
value measurements and was effective October 1, 2010. We would not expect it to
have a material impact on our consolidated results of operations or financial
condition.
Recently Issued Accounting
Standards
In August 2009, the FASB issued an
amendment to the accounting standards related to the measurement of liabilities
that are recognized or disclosed at fair value on a recurring basis. This
standard clarifies how a company should measure the fair value of liabilities
and that restrictions preventing the transfer of a liability should not be
considered as a factor in the measurement of liabilities within the scope of
this standard. This standard was effective for the Company on October 1, 2009.
The Company does not expect the impact of its adoption to be material to its
financial statements.
In October 2009, the FASB issued an
amendment to the accounting standards related to the accounting for revenue in
arrangements with multiple deliverables including how the arrangement
consideration is allocated among delivered and undelivered items of the
arrangement. Among the amendments, this standard eliminated the use of the
residual method for allocating arrangement considerations and requires an entity
to allocate the overall consideration to each
deliverable based on an estimated selling price of each individual deliverable
in the arrangement in the absence of having vendor-specific objective evidence
or other third party evidence of fair value of the undelivered items. This
standard also provides further guidance on how to determine a separate unit of
accounting in a multiple-deliverable revenue arrangement and expands the
disclosure requirements about the judgments made in applying the estimated
selling price method and how those judgments affect the timing or amount of
revenue recognition. This standard became effective for the Company on January
1, 2011. The Company does not expect the impact of its adoption to be material
to its financial statements.
F-13
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 6 INCOME TAXES
As of February 29, 2012, the Company
had net operating loss carry forwards of approximately $2,214,541 that may be
available to reduce future years taxable income and will expire beginning in
2030. Availability of loss usage is subject to change of ownership limitations
under Internal Revenue Code 382. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the future tax loss carry-forwards.
NOTE 7 CAPITAL STOCK
|
a)
|
Common Stock
|
|
|
|
|
|
In 2006 the Company issued 50,000,000 of its common stock
at a price of $0.001 per share for proceeds of $5,000. The offering was
made pursuant to section 4(2) of the Securities Act.
|
|
|
|
|
|
In 2007, the Company offered for sale 30,000,000 shares
of its common stock at a price of $0.01 per share and sold 22,000,000
shares for net proceeds of $22,000 pursuant to Rule 903 of Regulation S of
the Securities Act.
|
|
|
|
|
|
In late 2008 and early 2009, the Company took receipt of
$92,000 in payment for 18,400,000 shares of its common stock at a price of
$0.005 per share issued under an S-1 registration statement dated
September 5, 2008, which became effective on September 18, 2008. Treasury
orders were issued regarding the delivery of 18,400,000 shares that were
sold under the S-1 registration statement.
|
|
|
|
|
|
On November 30, 2010, the Company issued 2,500,000 of its
common stock valued at the last issuance price of $0.005 per share to an
officer and director under a consulting agreement. The offering was made
pursuant to section 4(2) of the Securities Act.
|
|
|
|
|
|
On July 1, 2011 the Company issued 2,000,000 of its
common stock valued at the last trading price of $0.50 per share to an
officer and director under a consulting agreement. The offering was made
pursuant to section 4(2) of the Securities Act.
|
|
|
|
|
|
On July 13, 2011, the Company issued 875,000 shares of
its common stock at $0.40 per share upon receipt of Notice of Conversion
related to a $350,000 Convertible Debenture. We issued the shares in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933. Based on the terms of the agreement we should have
issued 765,027 shares but over allotted the number of shares to be
issued through an error in calculating the closing price as
stipulated under the agreement; the value of those over allotted shares
was $71,996 which is reflected in the financial statements as being a loss
on the conversion and recorded in the statements as such.
|
F-14
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 7 CAPITAL STOCK (continued)
|
|
On July 11, 2011 the Company issued 400,000 shares of our
common stock in a private placement, raising gross proceeds of $200,000,
or $0.50 per share. We issued the shares in an offshore transaction
relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
|
|
|
|
|
|
On September 9, 2011 the Company issued 400,000 shares of
our common stock in a private placement, raising gross proceeds of
$280,000, or $0.70 per share. We issued the shares in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities
Act of 1933.
|
|
|
|
|
|
On October 3, 2011, the Company issued 19,455 shares of
our common stock to satisfy the annualized obligations of the Nevada
option agreements on the Belleville and Goldfields West properties to TAC
Gold to reimburse them for the equivalent dollar value ($18,186) of shares
of TAC issued to Minquest Inc. under the underlying agreements to the
option agreements between the Company and TAC at a deemed price of $0.51
per share which reflected the average closing price of the Companys stock
on the OTC-BB for the ten days prior to the issuance in accordance with
the terms of the agreement. We issued the shares in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities
Act of 1933.
|
|
|
|
|
|
Subsequent to the end of the quarter under review, on
March 26, 2012, we issued 41,667 shares of our common stock to satisfy the
annualized obligations of the option agreements on the Goldfield West
property to TAC Gold to reimburse them for the equivalent dollar value
($3,750) of shares of TAC issued to Minquest Inc. under the underlying
agreements to the option agreements between the Company and TAC at a
deemed price of $0.09 per share which reflected the average closing price
of the Companys stock on the OTC-BB for the ten days prior to the
issuance in accordance with the terms of the agreement. We issued the
shares in an offshore transaction relying on Regulation S and Section 4(2)
of the Securities Act of 1933.
|
|
|
|
|
b)
|
Stock Options
|
|
|
|
|
|
The Company does not have a stock option plan and no
options or rights to acquire options have been
granted.
|
NOTE 8 CONVERTIBLE NOTES
On November 10, 2010, the Company
issued $350,500 in non-interest bearing convertible notes to a single creditor
in exchange for cash proceeds used to pay TAC Gold under the Goldfields option
agreement in the amount of $300,000 as well as $50,500 which was allocated to
working capital. All or any portion of the amounts due under the convertible
notes, which mature on August 23, 2015, could be converted at any time, at the
option of the holder, into common shares of the Company at a conversion price of
seventy five percent (75%) of the average closing bid prices for the ten trading
days immediately preceding the date that the Company receives notice of
conversion of the convertible notes. In accordance with ASC 470-20, the Company
determined that there was a beneficial conversion feature on the convertible
notes with an intrinsic value of $118,500. The Company recorded $118,500 as
interest expense and reduced the carrying value of the convertible notes to
$237,000. The carrying values of the convertible notes are to be accreted over
the term of the convertible notes up to their face value of $350,500.
F-15
ALL AMERICAN GOLD CORP
|
(formerly Osprey Ventures, Inc.)
|
(An Exploration Stage Company)
|
|
Notes to the Interim Financial Statements
|
February 29, 2012
|
NOTE 8 CONVERTIBLE NOTES (continued)
On July 13, 2011, the holder of the
debenture elected to convert $350,000 of the debenture to shares and to convert
the balance ($500) to a short term, non-interest bearing loan. As a result, the
Company issued 875,000 shares of its common stock at $0.40 per share upon
receipt of Notice of Conversion. We issued the shares in an offshore transaction
relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
Based on the terms of the agreement we
should have issued only 765,027 shares but over allotted the number of shares to
be issued through an error in calculating the closing price as stipulated under
the agreement; the value of those over allotted shares was $71,996 which is
reflected in the financial statements as being a loss on the conversion and
recorded in the statements as such.
The issuance of the convertible notes
and the securities issued upon conversion was made pursuant to the exemption
from registration requirements of Regulation S of the Securities Act. The
creditor is not a U.S. person (as that term is defined in Regulation S).
NOTE 9 SUBSEQUENT EVENTS
Share Issuance Under Goldfield West
Option Agreement
- On March 22, 2012, we issued 41,677 shares of Common
Stock to TAC Gold Inc. under the Goldfield West Option Agreement whereby we are
annually obligated to reimburse TAC Gold in either cash for the fair market
value of the TAC Gold shares that they issued to Minquest or in the issuance of
the equivalent value of All American shares as have a market value equal to the
amount of the payment then due.
There are no other subsequent events
upon which to report. Subsequent events have been evaluated through the date of
this financial report.
F-16
2
Item 2. Managements Discussion and Analysis or Plan of
Operation
Cautionary Statement Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future financial performance.
Some discussions in this report may contain forward-looking statements that
involve risk and uncertainty. A number of important factors could cause our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this report. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions or words which, by their nature,
refer to future events.
In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risks on page 8, that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
General Information
Our financial statements are stated in United States Dollars
(USD or US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. All references to common shares refer to the
common shares in our capital stock.
As used in this annual report, the terms we, us, our, and
All American mean All American Gold Corp., unless otherwise indicated.
All American is an exploration stage Corporation. There is no
assurance that commercially viable mineral deposits exist on the properties that
we have under option. Further exploration will be required before a final
evaluation as to the economic and legal feasibility of the properties is
determined.
THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING FEBRUARY 29, 2012,
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q
AND IN OUR ANNUAL REPORT ON FORM 10K.
Overview
We were incorporated in the State of Wyoming on May 17, 2006,
as Osprey Ventures, Inc. and established a fiscal year end of May 31. On October
15, 2010, we changed our name to All American Gold Corp. and effected a 10:1
forward split of our common stock. Our statutory registered agent's office is
located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our
business office is located at 700 North High School Road, Suite 203,
Indianapolis, Indiana 46214. Our telephone number is (317) 926-4653 and e-mail
address is info@allamericangoldcorp.com.
3
There have been no material reclassifications, mergers,
consolidations or purchases or sales of any significant amount of assets not in
the ordinary course of business since the date of incorporation. We are a
start-up, exploration stage Corporation engaged in the search for gold and
related minerals. There is no assurance that a commercially viable mineral
deposit, a reserve, exists in our optioned properties or can be shown to exist
until sufficient and appropriate exploration is done and a comprehensive
evaluation of such work concludes economic and legal feasibility.
Mining Projects Under Option
Mineral Property Interests State of Nevada U.S.A. (with
TAC Gold and Minquest)
On August 23, 2010, we entered into two agreements with TAC
Gold Inc. (TAC), a Canadian reporting issuer which trades on the Canadian
National Stock Exchange (CNSX) , in regards to the acquisition of certain
property interests. The interests that we have acquired are as follows:
-
An option to acquire a 70% interest in a mineral exploration property
called the Belleville property in Mineral County, Nevada. TAC has an
underlying option agreement with Minquest Inc. for the acquisition of a 100%
interest in the property (under which agreement Minquest has retained a 3% net
smelter return royalty);
-
An option to acquire a 35% interest in a mineral exploration property
called the Goldfield West property in Esmeralda County, Nevada. TAC has an
underlying option agreement with Minquest Inc. for the acquisition of a 100%
interest in the property; and
On September 9, 2011, as amended on November 3, 2011, we
entered into a mining option agreement with TAC in regards to Iowa Canyon
property whereby we acquired:
-
An option to acquire a 15% interest in a mineral exploration property
called the Iowa Canyon property in Lander County, Nevada. On January 12,
2012, the Board of Directors decided to terminate the Iowa Canyon option. The
decision was made to instead focus resources on our two primary targets the
Belleville and Goldfield West projects. As a result of the termination of the
agreement, All American is not required to make any further payments or share
issuances to TAC.
A map of the overall locations of the three optioned properties
follows:
Belleville Property - Mineral County, Nevada
Pursuant to the terms of the option agreement, we have assumed
70% of the obligations of TAC under their agreement with Minquest which consists
of All American:
-
Making payments in the aggregate amount of $170,000 in annual periodic
payments ranging from $20,000 to $50,000, to the sixth anniversary of the
underlying option agreement.
-
Incurring exploration expenditures in the aggregate amount of $1,320,000
in annual amounts ranging from $120,000 to $400,000, to the seventh
anniversary of the underlying option agreement.
4
In addition, TAC is required to make certain share issuances to
Minquest under the terms of the option agreements between them (700,000 shares
in regards to the Belleville property periodically over the terms of the
agreement). We are obligated to reimburse TAC in either cash for the fair market
value of the TAC shares that are issued to Minquest or in the issuance of the
equivalent value of All American shares as have a market value equal to the
amount of the payment then due.
The schedule of payments, stock issuances & required
property expenditures to be incurred by All American under the Belleville
agreement is as follows
All
Americans Portion
Anniversary
Date
|
Payment
|
Share Issuance
|
Property Expenditure
|
|
|
|
|
August 4, 2010
|
Paid by TAC
|
Nil
|
Paid by TAC
|
August 4, 2011
|
$20,000 (paid)
|
9,804 (issued)
|
$120,000 (paid)
|
August 4, 2012
|
$30,000
|
TBD
|
$150,000
|
August 4, 2013
|
$30,000
|
TBD
|
$200,000
|
August 4, 2014
|
$40,000
|
TBD
|
$200,000
|
August 4, 2015
|
$50,000
|
TBD
|
$250,000
|
August 4, 2016
|
$0
|
TBD
|
$400,000
|
|
|
|
|
TOTALS
|
$170,000
|
|
$1,320,000
|
As of the date of this periodic report, we are in full
compliance with the terms of the option agreement on the Belleville property and
are current in all payments, exploration expenditures or advances on planned
exploration programs and share issuances to TAC under the option agreements.
The Belleville Project is approximately 175 miles southeast of
Reno, Nevada and approximately 250 miles northwest of Las Vegas, Nevada, located
near recent and historic producing mines including the Candelaria Silver Mine,
which is ten miles to the east, and the Marietta Mine, six miles to the west.
Both of these past producing mines lie within the Walker Lane structural and
mineral belt, as does the Belleville Project, which is comprised of 34
unpatented mining claims spanning 680 acres.
Exposed rocks at Belleville are meta-sediments and
meta-volcanics of the Triassic Excelsior formation. Also exposed on the property
is a granite intrusion of late Mesozoic age. Several old pits and adits are
developed along two semi-parallel shears in the Excelsior package. These shears
contain quartz veins, stockworks and varying amounts of iron and copper
minerals. Rock chip samples from these workings have revealed as much as 53
parts per million (ppm) gold.
To date, exploration efforts at Belleville have consisted of a
mapping and sampling program, geophysical surveys, a limited reverse circulation
drilling program in 2009 and the recently completed reverse circulation drilling
program. Three potential drilling targets have been identified at the Belleville
Project, one of which is the set of gold bearing shear zones described above.
The second drilling target is a geophysical anomaly indicating the apparent
extension of the mineralized shears under pediment. Belleville's third target
occurs at the intersection of the mineralized structures with a major lithologic
contact.
We reviewed the results of the past drilling and exploration
programs and have so far identified an additional three potential drilling
targets which will be located in the set of gold bearing zones described above.
The second drill target is a geophysical anomaly indicating the apparent
extension of the mineralized shears under pediment. The third target occurs at
the intersection of the mineralized structures with a major lithologic contact.
After geologic mapping and geochemical sampling was completed, a Gradient
IP-Resistivity and Ground Magnetic survey of the area was commissioned. The
survey found a possible extension of one of the shear zones under pediment
cover. The anomaly is roughly 1,000 feet long. We are testing the geophysical
anomaly with angled reverse circulation (RC) drilling from two drill sites with
a total of 1,500 to 2,000 feet of drilling being completed.
5
Our second phase drill program concentrated on a target in an
east-northeast trending IP anomaly which occurs under wind-blown sand and other
pediment cover. The anomaly has been interpreted as a possible major shear zone
which could host gold/silver mineralization similar to two mineralized faults
found elsewhere on the property. Drilling was done using a reverse circulation
(RC) drilling rig with continuous sampling on five foot intervals. After the
addition of blanks and standards the samples were shipped to ALS Chemex in Reno,
Nevada for analysis.
Results of the most recently completed drill program follow
under the heading Our Proposed Exploration Program Plan of Operation on page
8.
Goldfields West Property, Esmeralda County,
Nevada
In regards to the option agreement for the Goldfields West
property, the assumed obligations consisting of:
-
Making payments in the aggregate amount of $98,000 in annual periodic
payments ranging from $7,000 to $24,500, to the seventh anniversary of the
underlying option agreement and initial payments totalling $300,000 (paid in
full); and
-
Incurring exploration expenditures in the aggregate amount of $770,000 in
annual amounts ranging from $70,000 to $175,000, to the seventh anniversary of
the underlying option agreement.
Upon payment of the $300,000 to TAC Gold Inc. (paid as to
$200,000 on September 14, 2010, and $100,000 on November 24, 2010, payment of
which included a credit for the annualized payment due at January 20, 2011),
we earned a 35% interest in the Goldfield West Property. In order to maintain
this 35% interest, we are required to aggregate cash payments of $98,000 over a
seven year period and incur an aggregate of $770,000 in exploration expenditures
over the same period as described in the table below.
In addition, TAC Gold is required to make certain share
issuances to Minquest under the terms of the option agreement between them
(1,000,000 shares in regards to the Goldfield West Property, periodically over
the terms of the agreements). We are obligated to reimburse TAC Gold in either
cash for the fair market value of the TAC Gold shares that are issued to
Minquest or in the issuance of the equivalent value of All American shares as
have a market value equal to the amount of the payment then due.
The schedule of payments, stock issuances & required
property expenditures to be incurred by All American under the Goldfields West
agreement is as follows:
All
Americans Portion
Anniversary
Date
|
35% of TAC
Payment
|
Share Issuance
|
35%
Property Expenditure
|
|
|
|
|
September 14, 2010
|
$200,000 (paid)
|
Nil
|
Nil
|
November 21,
2010
|
$100,000 (paid)
|
Nil
|
Nil
|
January 20, 2011
|
$7,000 (paid) *
|
9,651 (issued)
|
$70,000 (paid)
|
September 20,
2012
|
$10,500 (paid)
|
41,667
|
$70,000 **
|
January 20, 2013
|
$10,500
|
TBD
|
$87,500
|
January 20, 2014
|
$14,000
|
TBD
|
$105,000
|
January 20, 2015
|
$14,000
|
TBD
|
$122,500
|
January 20, 2016
|
$17,500
|
TBD
|
$140,000
|
January 20, 2017
|
$24,500
|
TBD
|
$175,000
|
|
|
|
|
TOTALS
|
$398,000
|
|
$770,000
|
-
included as part of the cost of the acquisition of the option agreement
and paid by TAC Gold
-
** On March 29, 2012, we were informed by TAC that neither they nor
Minquest would not be ready with an exploration program for the 2012 season
until possibly the early summer of 2012. As a result, they postponed the date
by which All American is required to make its property expenditure under the
terms of the agreement until September 20, 2012.
6
The share issuance to TAC under the option agreement was made
subsequent to the end of the quarter. As of the date of this periodic report, we
are otherwise in full compliance with the terms of the option agreement on the
Goldfields West property and are current in all other payments, exploration
expenditures or advances on planned exploration programs and share issuances to
TAC under the option agreements.
The Goldfield West property is an advanced exploration property
with defined targets comprised of 105 unpatented mining claims covering a total
of 850 hectares or 2100 acres. It is approximately 3.5 hours Northwest of Las
Vegas, Nevada by car and approximately 3 miles west of the town of Goldfield
adjacent to International Minerals (IMZ) Goldfield properties and is easily
accessed via well graded dirt roads. The Goldfield district has historic
production figures totalling more than 4 million ounces of gold.
Geologically, the Goldfield West property encompasses an area
of Tertiary volcanic and volcanoclastic rocks. The USGS and several mineral
exploration companies hypothesize that the western edge of a caldera rim runs
through the property. Historic work conducted by Bear Creek, Placer Amex, U.S.
Borax, North Mining and Bonaventure Enterprises has led to the completion of 138
drill holes. The data compiled from drilling results and a wealth of information
gathered through geological mapping, geochemical sampling and geophysical
surveys have identified three distinct targets over a strike length of 3.5
miles.
Bonaventure's work campaign, the most recent completed on the
property prior to TAC Gold, combined geophysical surveys, geochemical sampling
and 23 reverse circulation drill holes within the Nevada Eagle and South
targets. These results have tended to confirm the existence of a gold-bearing
hydrothermal system associated with the argillization and silification of host
rocks proximal to feeder structures.
We believe that the property has the potential to host a total
resource in excess of 1 million ounces of gold in these Tertiary age volcanic
and volcanoclastic rocks. Although the gold in the system is generally low grade
(~0.65 g/t) surface samples collected from old workings and outcrops have
exceeded 15 g/t.
Late in 2010 we completed the drilling of one deep hole into
each of the Nevada Eagle (northern) (hole number 1001) site and the South target
(hole number 1002) - the first of a permitted 21 hole program on the Goldfield
West property. These two holes consisted of RC (reverse circulation) drilling to
a depth of approximately 700 feet and then core drilling to a depth of 1200 to
1500 feet'. Both 1001 and 1002 encountered thick sections of highly anomalous
gold with 1001 having 465' of +0.1 g/t gold and 1002 having 385' of the same.
The best 5 foot sample was 0.477 g/t gold in 1001 and 1.450 g/t gold in 1002.
The mineralization in 1001 is much more associated with permeable host rock than
with structure. Hairline quartz-sulfide veinlets are present but rare in 1001.
Gold is related to three separate horizons in 1001 which appear to be more
permeable hosts. The basal section of the volcanics is one of these anomalous
horizons and verifies the theory of a good host at the base of the volcanics.
Mr. Richard Kern the geologist in charge of drilling states, "These results are
a verification of the Gemfield model. We have a large cloud of low-grade gold
and we need to vector into the higher grade portion of the system. Drilling more
deep holes, concentrating on the structures and dikes found with the geophysics
is the next step at Nevada Eagle (north target)."
At the South target the gold in 1002 occurs in two separate
zones. The first is in permeable tuffaceous sediments with no appreciable
structure and the deeper zone is associated with densely welded tuffs that form
open-spaced quartz-sulfide veins when fractured. There are numerous veinlets in
this lower zone, but each veinlet is very narrow and indicates that the drill
hole did not intersect a major structure. No basal volcanic gold anomaly occurs
in 1002. The next phase for the South target is to drill a fence (or 2) of angle
drill holes (2-3 holes per fence) across the major structure defined by
geophysics. The holes should test both mineralized horizons, but don't need to
go to the base of the volcanics. These drill results help to define favourable
host stratigraphy as well as further zero in on gold-bearing structures.
Results of the most recently completed drill program follow
under the heading Our Proposed Exploration Program Plan of Operation on page
7.
7
At Nevada Eagle in the northern part of the property, drill
holes will target an interpreted broad north-south trending structure which
appears to host an intrusive dike. Two or three additional angle holes are
planned to test the geophysical anomaly.
All of the drill holes will be angled across the interpreted
structures, supervised and logged by an independent geologist. Drill samples
will be collected on 1.5 meter lengths and shipped to ALS Chemex in Reno, Nevada
for analysis of gold and silver content.
Goldfield West has been permitted for a total of 21 holes and
drilling will continue in order to further define the overall potential of the
property. Once the results of the above noted drill holes assays have been
released and we have further opportunity to study their implications further
exploration work will be scheduled for the project in concert with TAC Gold and
Minquest.
Iowa Canyon Property
On September 9, 2011, as amended November 9, 2011, we entered
into an option agreement (the TAC Agreement) with TAC Gold Inc. in regards to
the acquisition of a 15% interest in a mineral exploration property known as the
Iowa Canyon property, located in Lander County, Nevada. In consideration of
the 15% interest in the Iowa Canyon property, we paid to TAC the sum of $50,000
concurrently with the execution and delivery of the agreement (paid) and agreed
to pay an additional $50,000 by January 11, 2012. On January 12, 2012, the Board
of Directors decided not to proceed further with the Iowa Canyon property at
this time. The decision was made to instead focus our resources on our two
primary targets the Belleville and Goldfield West projects. There will be no
further expenditures made in regards to the Iowa Canyon property.
8
Our Proposed Exploration Program Plan of Operation /
Results of Operations
Goldfields West Property, Esmeralda County, Nevada
Drilling Plan
Drilling was initiated on September 24
th
, 2011,
using a reverse circulation (RC) drill rig. A total of five angled RC holes
totaling 3,510 feet were drilled. Two east-west fences of two holes each were
drilled in the South target (See Figure 1 below) attempting to identify major
feeder faults interpreted from geophysical surveys conducted over the area. The
two fences are 300 feet apart. A fifth hole was drilled 4,500 feet north near a
historic hole containing a significant thickness of anomalous gold.
Four near-vertical feeder faults were identified in the three
sections drilled (See Figures 2, 3 and 4 below). Faults were identified by
intervals containing much higher silver values than those within the
volcaniclastic hosted gold/silver zones. Volcaniclastic hosted mineralization
spread from these feeders. It is hypothesized that densely welded tuffaceous
rocks at depth are brittle enough to form openings in which high-grade veins
might form. The targets identified can easily be tested with angle RC holes
which will need to be approximately 1,500 feet in depth.
Drill holes GFW1101 and 1102 were drilled on Section 83300N
(Feet North) on the same section as GFW1002C, a steeply dipping core hole
drilled in 2010 which defined the stratigraphy of the area and contained
numerous +0.01 g/t gold intercepts with some quartz/sulfide veining. GFW1101
intersected 10 feet of 0.17 g/t gold and 18.6 g/t silver at 140-150 feet. The
hole has an additional 160 feet total thickness of +0.10 g/t gold, but no other
high silver grades. This intercept appears to be a north-south trending steeply
west dipping feeder fault. The association of high silver with or without gold
in feeder faults was discovered while drilling the Nevada Eagle vein extension
several years ago. Brittle rocks occur roughly 900 to 1,100 feet below the
surface on Section 83300N and where the interpreted fault crosses these rocks is
a high-grade vein target.
Drill holes GFW1103 and 1104 were drilled on Section 83500N.
GWF1103 contained two high silver intervals, postulated to be two feeder faults.
From 215 to 225 feet the hole assays 13.3 g/t silver and from 320 t0 330 feet
assays 25.1 g/t Ag. GFW1004 contains 36.7 g/t silver from 215-220 feet. These
three interpreted faults were given the same orientation as those on Section
83300N. Again, brittle rocks occur roughly 900 to 1,100 feet below the surface
and where the interpreted faults cross these rocks are high-grade vein targets.
Geochemical results for all five holes using a 0.10 g/t gold equivalent (AuEq)
cut off are shown in the table below.
GFW1105 was drilled on Section 87900N in an area where a
historic vertical drill hole (MZ4) had intersected a thick section of anomalous
gold. This hole intersected 0.65 g/t gold and 28.7 g/t silver from 170 to 180 feet. This indicated feeder fault was interpreted as
parallel to the feeder faults further south and the target depth is interpreted
as the same.
9
The results show thick sections of nearly flat-lying
volcaniclastic hosted gold/silver mineralization with values averaging 0.3 to
0.5 g/t AuEq with infrequent near vertical feeder faults as shown by high silver
values. While the flat-lying mineralization is not currently economic the
extensive volume of mineralization indicates major feeder faults were active in
the area.
For the first time feeder faults have been identified at the
South Target. The projection of these feeder faults into brittle rocks at depth
defines several high-grade vein targets. Four such targets have been defined by
this latest drilling program. The company will continue to assess the latest
data to define targets for a third phase of drilling which is expected to
commence in the summer of 2012. TAC has postponed the requirement of the Option
Agreement that requires the property expenditure payment be made on January 20,
2012, until September 20, 2012, or until such time as they are prepared to made
specific recommendations as to an exploration program for the current year.
Richard Kern, M.S., (P.Geo. and SME member) of Reno, Nevada, is
the Companys qualified person on the project.
Maps of the drill results and drill locations follow
immediately.
10
11
12
13
Belleville Property - Mineral County, Nevada Drilling
Plan
Drilling was initiated at the Belleville project on December 5,
2011. The plan was to drill two to four angle drill holes into a pediment
covered geophysical anomaly interpreted to be a buried structure, which could be
mineralized, similar to nearby veins within the exposed mountain range. The
first hole, drilled at -45 degrees using an RC rig, was lost after drilling 120
feet of alluvium. A second hole at -60 degrees was attempted and was also lost
before reaching bedrock. Upon encountering unexpectedly thick alluvium
("gravel") in December 2011, the company contracted an expert in reverse
circulation mud drilling to supervise the drilling of the IP target and brought
in special equipment to facilitate placing casing through the gravel. Following
this work, we again attempted to drill the IP target in January, 2012 and a mud
rotary hole was attempted. After a number of problems 90 feet of casing was
finally installed. A tricone bit was then used to extend the hole to avoid the
heavy vibration caused by a hammer bit. Initially this was successful down to
200 feet where the hole remained in gravel. Caving again became a problem and to
avoid losing the entire drill string the hole was abandoned at 235 feet.
The single deepest hole drilled at Belleville was logged and
sent for geochemical analysis to check for possible alluvial gold. Anomalous
gold ranging from 0.04 to 0.08 g/t was detected from 65 to 70 feet, 190 to 200
feet and 225 to 230 feet. Although these values are anomalous they are far below
what would be considered ore grade mineralization.
14
At this time no further work on the IP target is planned given
the unstable nature of the alluvium. Additional drilling methods will be studied
before considering further testing. All American Gold plans to review other
targets on the property for future exploration with its technical team.
We do not claim to have any ores or reserves whatsoever at this
time on our optioned properties.
Iowa Canyon Property Lander County, Nevada
On January 12, 2012, the Board of Directors decided not to
proceed further with the Iowa Canyon property at this time. The decision was
made to instead focus our resources on our two primary targets the Belleville
and Goldfield West projects. At this point there will be no further expenditures
made in regards to the Iowa Canyon property.
Employees
Initially, we intend to use the services of subcontractors on
an as needed basis for exploration work on our claims and an engineer or
geologist to manage the exploration program. Our only employees will be Brent
Welke and Gaspar R. Gonzalez, our senior officers and directors.
At present, we have no employees, other than Messrs. Welke and
Gonzalez.
On December 1, 2010, we entered into a consulting agreement
with Brent Welke, our senior officer and a director, for a term of 36 months,
whereby Mr. Welke has agreed to provide the Corporation with various consulting
services as president, secretary and chief executive officer, and act as a
director of the Corporation. As compensation, the Corporation has agreed to pay
him $1,000 on the first day of each of the 36 months, pursuant to the terms of
the consulting agreement and to issue 2,500,000 shares of the Corporations
common stock which were issued on February 28, 2011.
On July 1, 2011, we entered into a Consulting Services
Agreement with Dr. Gaspar R. Gonzalez, our Treasurer and a director, whereby Mr.
Gonzalez has agreed to provide the Corporation with certain financial management
services as treasurer and chief financial officer, and act as a director of the
Corporation. As compensation, the Corporation has agreed to pay him $1,000 on
the first day of each of the 36 months, pursuant to the terms of the consulting
agreement and to issue 2,000,000 shares of the Corporations common stock which
were issued on July 1, 2011.
We presently do not have pension, health, annuity, insurance,
stock options, profit sharing or similar benefit plans; however, we may adopt
such plans in the future. There are presently no personal benefits available to
employees.
Offices
Our offices are located at 700 North High School Road, Suite
203, Indianapolis, Indiana 46214. Currently, these facilities are provided to us
by Mr. Brent Welke, without charge, but such arrangement may be cancelled at
anytime without notice. Specific direct expenses incurred such as telephone and
secretarial services are charged at cost.
Risks
At present we do not know whether or not the properties contain
commercially exploitable reserves of gold or any other valuable mineral. Also,
the proposed expenditures to be made by us in exploration may not result in the
discovery of commercial quantities of ore. Problems such as unusual or
unexpected formations and other unanticipated conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. In such a
case, we would be unable to complete our business plan.
15
In order to complete future phases of exploration we will need
to raise additional funding. Even if the first phases of our exploration program
are deemed to be successful there is no guarantee that we will be able to raise
any additional capital in order to finance future operations.
Even if our exploration programs are successful we may not be
able to obtain commercial production. If our exploration is successful and
commercial quantities of ore are discovered we will require a significant amount
of additional funds to place any given property into commercial production.
Results of Operations
All American was incorporated as Osprey Ventures, Inc. on May
17, 2006, and changed its name to All American Gold Corp. on October 15, 2010;
comparative periods for the quarters and nine month periods ended February 29,
2012, and February 28, 2011, and from May 17, 2006 (inception), through February
29, 2012, are presented in the following discussion.
Since inception, we have used our common stock, advances from
related parties, private placements of our securities or convertible debentures
to raise money for our optioned acquisitions and for corporate expenses. Net
cash provided by financing activities (less offering costs) from inception on
May 17, 2006, to February 29, 2012, was $999,500 as a result of proceeds
received from sales of our common stock ($599,000), an advance from a director
($40,000 excluding interest payable), a non-interest bearing short term loan
($15,500) and a convertible debenture ($350,000) which was converted to common
shares of our capital stock subsequent to the end of the quarter under
discussion.
The Corporation did not generate any revenues from operations
for the quarter ended February 29, 2012. To date, we have not generated any
revenues from our mineral exploration business.
REVENUES
REVENUE Gross revenue for the quarters and nine month periods
ended February 29, 2012, and February 28, 2011, was $0.
COMMON STOCK Net cash provided by equity financing activities
during the three-month period was $0 (nil) and for the same period in 2010, the
amount was $0 (nil). For the nine-month period net cash provided by the sale of
common stock was $480,000 as the result of the sale of 400,000 shares at a price
of $0.50 and 400,000 shares at a price of $0.70 per share, each through a
Regulation S, Rule 903, private placement and for the period from inception on
May 17, 2006, through to and including February 29, 2012, the amount was
$999,500 provided by the sale of common stock in 2006, 2009 and 2011. No options
or warrants were issued to issue shares at a later date in the quarter.
EXPENSES
|
|
Three
|
|
|
Three
|
|
|
Nine
|
|
|
Nine
|
|
|
|
|
|
|
Months
|
|
|
Months
|
|
|
months
|
|
|
months
|
|
|
May 17, 2006
|
|
|
|
Ended Feb.
|
|
|
Ended Feb.
|
|
|
Ended Feb.
|
|
|
Ended Feb.
|
|
|
(inception) to
|
|
|
|
29,
2012
|
|
|
28,
2011
|
|
|
29,
2012
|
|
|
28,
2011
|
|
|
Feb.
29, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration China
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,000
|
|
Exploration Goldfield - USA
|
|
10,500
|
|
|
-
|
|
|
161,067
|
|
|
302,359
|
|
|
464,874
|
|
Exploration Belleville - USA
|
|
1,469
|
|
|
-
|
|
|
157,441
|
|
|
-
|
|
|
157,441
|
|
Exploration Iowa Canyon - USA
|
|
-
|
|
|
|
|
|
57,010
|
|
|
-
|
|
|
57,010
|
|
Bank charges
|
|
126
|
|
|
111
|
|
|
466
|
|
|
563
|
|
|
2,129
|
|
Loss (gain) on currency exchange
|
|
-
|
|
|
(47
|
)
|
|
504
|
|
|
(47
|
)
|
|
1,233
|
|
Loss on conversion of debenture
|
|
-
|
|
|
-
|
|
|
71,996
|
|
|
-
|
|
|
71,996
|
|
Interest expense promissory note
|
|
250
|
|
|
247
|
|
|
751
|
|
|
748
|
|
|
3,395
|
|
Interest expense convertible note
|
|
-
|
|
|
3,430
|
|
|
108,199
|
|
|
6,667
|
|
|
118,500
|
|
Contributed administrative support
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
300
|
|
Consulting
|
|
3,000
|
|
|
-
|
|
|
6,000
|
|
|
1,000
|
|
|
25,500
|
|
Office
|
|
2,359
|
|
|
4,078
|
|
|
14,871
|
|
|
5,514
|
|
|
35,575
|
|
Organizational costs
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
300
|
|
Professional fees
|
|
3,078
|
|
|
6,024
|
|
|
13,667
|
|
|
21,605
|
|
|
99,002
|
|
Corporate services
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,000
|
|
Public relations
|
|
1,560
|
|
|
240
|
|
|
10,877
|
|
|
3,588
|
|
|
16,396
|
|
Investor relations
|
|
12,500
|
|
|
-
|
|
|
42,500
|
|
|
-
|
|
|
42,500
|
|
Registration and filing fees
|
|
1,759
|
|
|
890
|
|
|
8,689
|
|
|
11,718
|
|
|
30,872
|
|
Management fees
|
|
3,000
|
|
|
15,500
|
|
|
1,011,000
|
|
|
15,500
|
|
|
1,037,477
|
|
Transfer agent fees
|
|
955
|
|
|
460
|
|
|
5,780
|
|
|
2,582
|
|
|
14,984
|
|
Travel and meals
|
|
459
|
|
|
520
|
|
|
3,039
|
|
|
804
|
|
|
10,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
41,015
|
|
|
31,453
|
|
|
1,673,857
|
|
|
372,601
|
|
|
2,214,541
|
|
16
SUMMARY Total expenses were $41,015 in the quarter ended
February 29, 2012, and $31,453 for the similar period in 2011. For the nine
month periods ended February 29, 2012, and February 28, 2011, the comparative
values were $1,673,857 and $372,601 respectively. A total of $2,214,541 in
expenses has been incurred since inception on May 17, 2006, through February 29,
2012. These costs have and will vary from quarter to quarter based on the level
of general corporate activity, acquisitions, exploration operations and capital
raising and increased significantly in the nine month period under discussion as
a result of our commencing exploration on our optioned mineral properties in
Nevada. Costs can be further subdivided into:
GOLDFIELD WEST OPTION EXPLORATION AND ACQUISITION EXPENSES:
$10,500 was paid in the current period as part of the exploration expenses of
the Goldfield West property while $0 (nil) was expended in the similar quarter
ended February 28, 2011. For the nine month periods ended February 29, 2012, and
February 28, 2011, the comparative values were $161,067 and $302,359
respectively. For the period May 17, 2006 (inception) through February 29, 2012,
All American has incurred $464,874 in total on expenses in the acquisition of
the option on the Goldfields West property.
BELLEVILLE EXPLORATION AND ACQUISITION EXPENSES: $1,469 was
paid in the current period as part of the exploration or acquisition expenses of
the Belleville property while $0 (nil) was expended in the similar quarter ended
February 28, 2011. For the nine month periods ended February 29, 2012, and
February 28, 2011, the comparative values were $157,441 and $0 (nil)
respectively. For the period May 17, 2006 (inception) through February 29, 2012,
All American has incurred $157,441 in total on expenses in the acquisition of
the option or the exploration of the Belleville property.
IOWA CANYON EXPLORATION AND ACQUISITION EXPENSES: $0 (nil) was
paid in the current period as part of the exploration or acquisition expenses of
the Iowa Canyon acquisition in Nevada while $0 (nil) in such costs were expended
in the similar quarter ended February 28, 2011. For the nine month periods ended
February 29, 2012, and February 28, 2011, the comparative values were $57,010
and $0 (nil) respectively. For the period May 17, 2006 (inception) through
February 29, 2012, All American has incurred $57,010 in total on expenses in the
acquisition of the option or exploration of the Iowa Canyon property. On January
12, 2012, the Board of Directors decided not to proceed further with the Iowa
Canyon property at this time. The decision was made to instead focus our
resources on our two primary targets the Belleville and Goldfield West
projects. At this point there will be no further expenditures made in regards to
the Iowa Canyon property.
RESOURCE PROPERTY EXPLORATION EXPENSES - CHINA: All American
did not incur any costs in regards to the Gao Feng property in China during the
current quarter or for the similar period in 2011. For the period May 17, 2006
(inception) through February 29, 2012, All American has incurred $20,000 in
total on expenses in the exploration and holding of the property. The option on
this project has been terminated and no further expenses will be incurred.
17
BANK CHARGES: All American incurred $126 in bank or related
fees for the quarter ended on February 29, 2012, and $111 for the similar period
in 2010. For the nine month periods ended February 29, 2012, and February 28,
2011, the comparative values were $466 and $563 respectively. From inception on
May 17, 2006, we have incurred a total of $2,129 in bank charges. This cost
category should generally have little variance between quarters.
LOSS ON CURRENCY EXCHANGE: All American lost $0 (nil) in
currency exchange in the quarter ended on February 29, 2012 and had a gain of
$47 for the similar quarter in 2010. For the nine month periods ended February
29, 2012, and February 28, 2011, the comparative values were $504 and a gain of
$47 respectively. From inception on May 17, 2006, to February 29, 2012, we have
incurred a total of $1,233 in losses on currency exchange.
INTEREST EXPENSE ON PROMISSORY NOTES: In April, 2010 a
director, through a wholly owned corporation loaned $20,000 to All American in
the form of a promissory note which bears interest at the rate of 5% and was due
and payable on April 30, 2011; he subsequently agreed to extend the term of the
note to two years which will make the note payable on April 30, 2012. In
subsequent quarters he added $20,000 to that note yielding a total payable under
the note of $40,000 at the end of the current quarter. During the quarter we
incurred $250 for the interest due on the advance. During the similar period in
2011 there were $247 in such charges or accruals. For the nine month periods
ended February 29, 2012, and February 28, 2011, the comparative values were $751
and $748 respectively. From inception on May 17, 2006, we have incurred a total
of $3,395 in interest payable on advances made by related parties. In the future
this cost category will change based on whether there are advances or loans from
related parties.
INTEREST EXPENSE ON CONVERTIBLE NOTE: On November 10, 2010, the
Corporation issued $350,000 in non-interest bearing convertible notes to a
single creditor in exchange for cash proceeds used to make the payment due to
TAC Gold under the Goldfields option agreement in the amount of $300,000 as well
as $50,000 which was allocated to working capital. All or any portion of the
amounts due under the convertible notes, which were to mature on August 23,
2015, could be converted at any time, at the option of the holder, into common
shares of the Corporation. In accordance with ASC 470-20, the Corporation
determined that there was a beneficial conversion feature on the convertible
notes with an intrinsic value of $118,500. The Corporation recorded $118,500 as
additional paid-in capital and reduced the carrying value of the convertible
notes to $237,000. The carrying values of the convertible notes are to be
accreted over the term of the convertible notes up to their face value of
$355,500. During the period ended February 29, 2012 the Corporation accreted
interest of $0 (nil) and for the similar period in 2011 the figure was $3,430.
For the nine month periods ended February 29, 2012, and February 28, 2011, the
comparative values were $108,199 and $6,667 respectively. From inception on May
17, 2006, we have incurred a total of $118,500 in interest accretable on such
notes. In July, 2011, the holder of the debenture elected to convert $350,000 of
the debenture to common shares on July 13, 2011, resulting in the issuance of
875,000 common shares with the balance of $500 being converted to a short term
non-interest bearing loan with no repayment terms.
LOSS ON CONVERSION OF DEBENTURE: Based on the terms of the
above noted convertible debenture agreement we should have issued 765,027 shares
but over allotted the number of shares to be issued (875,000) through an error
in calculating the closing price as stipulated under the agreement; the value of
those over allotted shares (109,973 shares) was $71,996 which is reflected in
the financial statements as being a loss on the conversion and recorded in the
statements as such. $0 (nil) in losses on conversion of debts was incurred for
the quarters ended February 29, 2012, and 2011. For the nine month periods ended
February 29, 2012, and February 28, 2011, the comparative values were $71,996
and $0 (nil) respectively. A total of $71,996 has been incurred in the period
from inception on May 17, 2006, to February 29, 2012.
CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses
(for contributed administrative costs) were incurred for the quarters ended
February 29, 2012, and 2011. For the nine month periods ended February 29, 2012,
and February 28, 2011, the comparative values were $0 (nil) and $0 (nil)
respectively. A total of $300 has been incurred in the period from inception on
May 17, 2006, to February 29, 2012. All contributed expenses are reported as contributed
costs with a corresponding credit to additional paid-in capital.
18
CONSULTING FEES: On July 1, 2011, the Corporation entered into
a consulting agreement with Gaspar R. Gonzalez, our treasurer and a director,
for a term of 36 months, whereby Mr. Gonzalez has agreed to manage the financial
affairs of the Corporation. As compensation, we have agreed to pay him $1,000 on
the first day of each of the 36 months, pursuant to the terms of the consulting
agreement and have issued 2,000,000 shares of the Corporations common stock
valued at the last trading price prior to entering into the agreement of $0.50
per share. We incurred $3,000 in consulting fees for the quarter ended February
29, 2012, and $0 (nil) for the quarter ended February 28, 2011. For the nine
month periods ended February 29, 2012, and February 28, 2011, the comparative
values were $6,000 and $1,000 respectively. For the period May 17, 2006
(inception), through February 29, 2012, $25,500 was recorded for such costs.
This category will vary from year to year dependent on corporate capital raising
and potential acquisition activities.
OFFICE EXPENSES: $2,359 in office expenses were incurred in the
quarter ended February 29, 2012, and $4,078 in the similar period in 2010. For
the nine month periods ended February 29, 2012, and February 28, 2011, the
comparative values were $14,871 and $5,514 respectively. For the period May 17,
2006 (inception), through February 29, 2012, a total of $35,575 has been spent
on office related expenses. Cost items included encompass telephone, facsimile,
courier, photocopying, postage, website design and operation and general office
expenses and services. This category will vary based on overall business
activity as well as financing activities.
ORGANIZATIONAL COSTS: No charges for organizational costs were
incurred for the quarters ended on February 29, 2012, and 2011 or for the nine
month periods ended on February 29, 2012 and 2011. From inception to May 17,
2006, we have incurred a total of $300 in organizational expenses. We expect
infrequent charges.
PROFESSIONAL FEES: All American incurred $3,078 in professional
fees for the quarter ended on February 29, 2012, and $6,024 for the 2011 period.
For the nine month periods ended February 29, 2012, and February 28, 2011, the
comparative values were $13,677 and $21,605 respectively. From inception on May
17, 2006, we have incurred a total of $99,002 in professional fees mainly spent
on legal and accounting matters. This cost category will vary in spending
depending on legal, accounting and new business activities.
CORPORATE SERVICES: We incurred $0 (nil) corporate service fees
for the quarters ended on February 29, 2012, and $0 (nil) for the quarter ended
on February 28, 2011. For the nine month periods ended February 29, 2012, and
February 28, 2011, the comparative values were $0 (nil). From inception on May
17, 2006, we have incurred a total of $5,000 in corporate service fees.
PUBLIC RELATIONS: All American incurred $1,560 in public
relations and related costs for the quarters ended on February 29, 2012, and
$240 for the similar period in 2011. For the nine month periods ended February
29, 2012, and February 28, 2011, the comparative values were $10,877 and $3,588
respectively. From inception on May 17, 2006, we have incurred a total of
$16,396 in public relations fees.
INVESTOR RELATIONS: All American incurred $12,500 in investor
relations and related costs for the quarters ended on February 29, 2012, and $0
(nil) for the similar period in 2011. For the nine month periods ended February
29, 2012, and February 28, 2011, the comparative values were $42,500 and $0
(nil) respectively. From inception on May 17, 2006, we have incurred a total of
$42,500 in investor relations fees.
REGISTRATION AND FILING FEES: All American incurred $1,759 in
registration and filing fee expenses for the quarter ended on February 29, 2012,
and $890 for the similar period in 2011. For the nine month periods ended
February 29, 2012, and February 28, 2011, the comparative values were $8,689 and
$11,718 respectively. From inception on May 17, 2006, we have incurred a total
of $30,872 in registration and filing fees. This cost category will vary
depending on the capital raising activities of the Corporation but otherwise consists of the cost of filing our annual,
quarterly and other reports and general meeting information on EDGAR.
19
MANAGEMENT FEES AND COMPENSATION: On January 1, 2009, we
entered into a management services agreement with James Yiu, our former senior
officer and director to manage the affairs of All American through the payment
of HK $5,000 per month (approximately US $645) which agreement was terminated on
December 31, 2009. On December 1, 2010, the Corporation entered into a
consulting agreement with Brent Welke, our president and a director, for a term
of 36 months, whereby Mr. Welke has agreed to manage the general affairs of the
Corporation. As compensation, we have agreed to pay Mr. Welke $1,000 on the
first day of each of the 36 months, pursuant to the terms of the consulting
agreement and have issued 2,500,000 shares of the Corporations common stock
valued at the last issuance price of $0.005 per share. We incurred $3,000 in
management fee costs in the current quarter and $15,500 was incurred for the
quarter ended February 28, 2011. For the nine month periods ended February 29,
2012, and February 28, 2011, the comparative values were $1,011,000 and $15,500
respectively. For the period May 17, 2006 (inception), through May 31, 2010, All
American has incurred $1,037,477 on such expenses.
TRANSFER AGENT FEES: $955 was spent on transfer agent costs and
attendant expenses in the quarter ended February 29, 2012, while $460 was spent
in the similar period of 2011. For the nine month periods ended February 29,
2012, and February 28, 2011, the comparative values were $5,780 and $2,582
respectively. For the period May 17, 2006 (inception), through May 31, 2010, a
total of $14,984 has been spent on transfer agent expenses.
TRAVEL AND MEAL EXPENSES: $459 was spent in travel and meal
costs in the quarter ended on February 29, 2012, and $520 was spent in the
similar quarter of 2011. For the nine month periods ended February 29, 2012, and
February 28, 2011, the comparative values were $3,039 and $804 respectively. For
the period May 17, 2006 (inception), through February 29, 2012, a total of
$10,057 has been spent on travel and meal expenses.
NET CASH USED IN OPERATING ACTIVITIES: For the nine month
periods ended February 29, 2012, and February 28, 2011, the comparative values
were $487,015 and $354,486 respectively. A total of $991,602 in net cash has
been used for the period from inception on May 17, 2006, to February 29,
2012.
INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2010 2011 or
from the date of inception.
All American continues to carefully control its expenses and
overall costs as it moves forward with the development of its business plan. We
do not have any employees and engage personnel through outside consulting
contracts or agreements or other such arrangements, including for legal,
accounting and technical consultants.
Plan of Operation
All American believes we can satisfy our cash requirements for
the current fiscal year end of May 31, 2012, with the proceeds of recent private
placements of our securities. As of February 29, 2012, we had a deficiency of
$44,059 in working capital. We are currently working with interested parties to
secure all the financing necessary for the planned exploration programs on our
Nevada projects through the next year along with adequate working capital to
support our non-exploration activities.
For the balance of the current fiscal year to May 31, 2012, we
will concentrate our efforts on the exploration of the Goldfield West property.
On January 12, 2012, the Board of Directors decided not to
proceed further with the Iowa Canyon property at this time because raising the
required funds would strain or jeopardize our ability to secure the funds that
we require to continue moving forward with our two primary targets the
Belleville and Goldfield West projects. At this point there will be no further
expenditures made in regards to the Iowa Canyon property.
20
Following industry trends and demands we are also considering
the acquisition of other properties and projects of merit. A public offering
would be needed during a subsequent period to do so.
If it turns out that we have not raised enough money to
complete our exploration programs, we will try to raise the funds from a second
public offering, a private placement, loans or the establishment of a joint
venture whereby a third party would pay the costs associated and we would retain
a carried interest. At the present time, we have not made any plans to raise
additional funds and there is no assurance that we would be able to raise money
in the future.
We do not expect any changes or more hiring of employees since
contracts are given on an as needed basis to consultants and sub-contractor
specialists in specific fields of expertise for the exploration works.
Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2011 2012. Management projects that
we may require up to $200,000 to fund ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:
Operating expenses
|
$
|
50,000
|
|
Goldfields exploration costs
|
|
100,000
|
|
Working Capital
|
|
50,000
|
|
Total
|
$
|
200,000
|
|
As at February 29, 2012, we had a working capital deficit of
$44,059. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our
revenues.
Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2011, our independent public accountants
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional notes
describing the circumstances that lead to this disclosure by our independent
auditors. There is substantial doubt about our ability to continue as a going
concern as the continuation of our business is dependent upon obtaining further
financing. Our issuance of additional equity securities could result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further
funds required for continued operations. We are pursuing various financing
alternatives to meet immediate and long-term financial requirements. There can
be no assurance that additional financing will be available to us when needed
or, if available, that it could be obtained on commercially reasonable terms. If
we are not able to obtain the additional financing on a timely basis, we will
not be able to meet obligations as they become due.
Liquidity and Capital Resources
For the quarter ended February 29, 2012, we have yet to
generate any revenues from operations.
Since inception, we have used our common stock, advances from
related parties and convertible debentures to raise money for our optioned
acquisitions and for corporate expenses. Net cash provided by financing
activities from inception on May 17, 2006, to February 29, 2012, was $999,500 as
a result of gross proceeds received from sales of our common stock (less
offering costs) ($599,000), an advance in the form of a promissory note from a
related party ($40,000), a non interest bearing loan ($10,500) and a convertible
debenture in the amount of $350,000.
We issued 5,000,000 shares of common stock through a Section
4(2) offering in May, 2006 for cash consideration of $5,000. We issued 2,200,000
shares through a Rule 903 Regulation S offering in April, 2007 for cash
consideration of $22,000 to a total of 8 placees. In 2009, we issued 1,840,000
shares through an S-1 registration statement to 43 investors for cash
consideration of $96,000. In December, 2010, we issued 2,500,000 shares under a consulting agreement through a
Section 4(2) exemption to a director and officer. In the preceding quarter we
issued 2,000,000 shares under a consulting agreement through a Section 4(2)
exemption to a director and officer. In the quarter under review we issued
400,000 shares through a Rule 903, Regulation S exemption as a private placement
of our securities to a single placee and issued 19,455 shares under a Section
4(2) exemption to our joint venture partner to reimburse them for shares they
issued under the various option agreements for the Goldfield and Belleville
properties. Subsequent to the quarter under review we issued 41,667 shares under
a Section 4(2) exemption to our joint venture partner (TAC Gold) to reimburse
them for shares they issued under the Goldfield West option agreement as
stipulated under the terms of the agreement.
21
As of February 29, 2012, our total assets consisted entirely of
cash and prepaid expenses in the amount of $10,718 while our total liabilities
were $54,777. Working capital stood at a deficit of $44,059.
For the quarter ended February 29, 2012, the net loss was
$41,015 ($0.00 per share) while for February 28, 2011, the net loss was $31,453
($0.00 per share). The loss per share was based on a weighted average of
96,594,455 common shares outstanding for the current quarter and 92,872,222 for
the quarter ended February 28, 2011. The net loss from May 17, 2006 (inception),
to February 29, 2012, is $2,214,541.
Inflation / Currency Fluctuations
Inflation has not been a factor during the recent quarter ended
February 29, 2012. Inflation is moderately higher than it was during 2010-2011
but the actual rate of inflation is not material and is not considered a factor
in our contemplated capital expenditure program.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
None.
Item 4. Controls and Procedures
(a)
|
Evaluation of Disclosure Controls and
Procedures.
|
|
|
|
We carried out an evaluation, under the supervision and
with the participation of our management, including our principal
executive officer and principal financial officer, of the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act). Based upon that evaluation, our principal
executive officer and principal financial officer concluded that, as of
the end of the period covered in this report, our disclosure controls and
procedures were ineffective to ensure that information required to be
disclosed in reports filed under the Exchange Act is recorded, processed,
summarized and reported within the required time periods and is
accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
|
|
|
|
Our management, including our principal executive officer
and principal financial officer, does not expect that our disclosure
controls and procedures or our internal controls will prevent all errors
or fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of
the control system 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. Due to the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
have been detected. Accordingly, management believes that the financial
statements included in this report fairly present in all material respects
our financial condition, results of operations and cash flows for the
periods presented.
|
|
|
(b)
|
Changes in Internal Controls.
|
|
|
|
During the quarter ended February 29, 2012, there were no
changes in the Corporation's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, its internal
control over financial reporting.
|
22
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Corporation is and has not been party to any legal
proceedings in the preceeding quarter.
Item 2. Changes in Securities
All American had 96,636,132 shares of common stock issued and
outstanding as of the date of this report which includes 41,667 shares issued
subsequent to the quarter under review. Of these shares, approximately
54,500,000 shares are held by affiliates of the Corporation; none of those
shares can be resold in compliance with the limitations of Rule 144 as adopted
by the Securities Act.
In general, under Rule 144, a person who has beneficially owned
shares privately acquired directly or indirectly from us or from one of our
affiliates, for at least one year, or who is an affiliate, is entitled to sell,
within any three-month period, a number of shares that do not exceed the greater
of (1) the average weekly trading volume in our shares during the four calendar
weeks preceding such sale or (2) 1% of the then outstanding shares. Sales under
Rule 144 are also subject to certain manner of sale provisions, notice
requirements and the availability of current public information about us. A
person who is not deemed to have been an affiliate at any time during the 90
days preceding the sale, and who has beneficially owned restricted shares for at
least two years, is entitled to sell all such shares under Rule 144 without
regard to the volume limitations, current public information requirements,
manner of sale provisions or notice requirements.
The issuances discussed under this section are exempted from
registration under Section 4(2) of the Securities Act. All purchasers of our
securities acquired the shares for investment purposes only and all stock
certificates reflect the appropriate legends as appropriate. No underwriters
were involved in connection with the sale of securities referred to in this
report.
Item 3. Other Information
Use of Proceeds
Net cash provided by financing activities from inception on May
17, 2006, to February 29, 2012, was $999,500 as a result of proceeds received
from sales of our common stock, convertible debenture, an advance from a related
party and lines of credit & promissory notes. During that same period, the
following table indicates how the proceeds have been spent to date:
|
$
|
-
|
|
Exploration mining property China
|
|
20,000
|
|
Exploration mining property Goldfield
USA
|
|
464,874
|
|
Exploration mining property Belleville USA
|
|
157,441
|
|
Exploration mining property Iowa Canyon
USA
|
|
57,010
|
|
Bank charges
|
|
2,129
|
|
Loss on currency exchange
|
|
1,233
|
|
Loss on conversion of debenture
|
|
71,996
|
|
Interest expense promissory note
|
|
3,395
|
|
Interest expense convertible note
|
|
118,500
|
|
Contributed administrative support
|
|
300
|
|
Consulting
|
|
25,500
|
|
Office
|
|
35,575
|
|
Organizational costs
|
|
300
|
|
Professional fees
|
|
99,002
|
|
Corporate services
|
|
5,000
|
|
Public relations
|
|
16,396
|
|
Investor relations
|
|
42,500
|
|
Registration and filing fees
|
|
30,872
|
|
Management fees
|
|
1,037,477
|
|
Transfer agent fees
|
|
14,984
|
|
Travel and meals
|
|
10,057
|
|
|
|
|
|
Total expenses
|
|
2,214,541
|
|
23
Common Stock
During the three-month period ended February 29, 2012, no
shares or warrants to purchase shares in the future were issued.
As of February 29, 2012, there were 96,594,455 shares issued
and outstanding. No other shares were issued during the quarter under
consideration or subsequent to the end of the quarter. As of the date of this
report, there are 96,636,132 shares issued and outstanding which includes shares
issued subsequent to the end of the quarter under review.
Options
No options were granted during the three- or nine-month periods
ending February 29, 2012.
Code of Ethics
The Board of Directors on April 22, 2007, adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. A copy of the Code of Business Conduct
and Ethics is available upon written request by any person without charge. To
obtain a copy, an interested party should contact our offices by telephone at
(317) 926-4653 or write to 700 North High School Road, Suite 203, Indianapolis,
Indiana 46214.
Web Site
All American maintains a Web site at
http://allamericangoldcorp.com and has an e-mail address at
info@allamericangoldcorp.com.
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K filed during the quarter ended February 29,
2012:
-
January 18, 2012 Entry into a Material Definitive Agreement
As
previously reported, on August 1, 2011, All American Gold Corp. (the
Corporation, we, us), entered into a consulting services agreement with
Parkside Communications, Inc. of New York, NY, for a term of five and one-half
months (5½) months, whereby Parkside provided consulting services to the
Corporation in the establishment of a formalized investor relations program.
As compensation, the Company agreed to pay $5,000 commencing August 15, 2011
and $5,000 per month on the fifteenth day of each month during the term of the
agreement with the final payment on January 15, 2012, being $2,500, pursuant
to the terms of the consulting services agreement.
-
On January 13, 2012, the agreement was amended and extended for a further
two months commencing on February 1, 2012. As compensation, the Company has
agreed to pay Parkside $2,500 per month on the first day of each month during
the remaining term of the agreement.
24
-
January 18, 2012 Termination of a Material Definitive Agreement
On September 9, 2011 we entered into an option agreement (the TAC Agreement)
with TAC Gold Inc. (TAC) in regards to the acquisition of a 15% interest in
a mineral exploration property known as the Iowa Canyon property, located in
Lander County, Nevada. TAC holds an underlying option agreement from Minquest
Inc. (Minquest) to acquire a 100% interest in the property pursuant to a
Mineral Property Option Agreement dated April 6, 2010, as amended on April 6,
2011 (collectively the Underlying Option Agreement). In consideration of the
15% interest in the Iowa Canyon property, we paid to TAC the sum of $50,000
concurrently with the execution and delivery of the agreement and were obliged
to pay an additional $50,000 on or before January 11, 2012 in order to avoid
default.
On January 12, 2012, the Board of Directors decided not
to proceed further with the Iowa Canyon property at this time. The decision
was made to instead focus resources on our two primary targets the
Belleville and Goldfield West projects. There will be no further expenditures
made in regards to the Iowa Canyon property.
As a result of the
termination of the agreement, All American is not required to make any further
payments or share issuances to TAC.
Subsequent Events
Share Issuance Under Goldfield West
Option Agreement
- On March 22, 2012, we issued 41,677 shares of Common
Stock to TAC Gold Inc. under the Goldfield West Option Agreement whereby we are
annually obligated to reimburse TAC Gold in either cash for the fair market
value of the TAC Gold shares that they issued to Minquest or in the issuance of
the equivalent value of All American shares as have a market value equal to the
amount of the payment then due.
24
There are no other subsequent events upon which to report. Subsequent events have been evaluated through the date of this financial report.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
All American Gold Corp.
(Registrant)
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Date: April 11, 2012.
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BY:
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/s/ Brent Welke
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BRENT WELKE
, President, Chief Executive
Officer, Principal Executive
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Officer, Secretary, Treasurer, Chief Financial
Officer, Principal Financial
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Officer and a Member of the Board of Directors
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By:
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/s/ Gaspar R. Gonzalez
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GASPAR R. GONZALEZ
, Treasurer and
Director (Principal Financial
|
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Officer and Chief Financial Officer)
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