IRCC Indigenous Roots Corporation (CE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 333-138148 AMERICAN PARAMOUNT GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 20-5243308 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 355 Burrard Street, Suite 1000, Vancouver, BC Canada V6C 2G8 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (250) 258-7481 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On Which Registered N/A N/A Securities registered pursuant to Section 12(g) of the Act: N/A (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X] Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (ss.229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. The aggregate market value of Common Stock held by non-affiliates of the Registrant on August 31, 2012 was $96,000 based on a $0.06 closing price for the Common Stock on August 31, 2012. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant. Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. 1,612,500 shares of common stock issued & outstanding as of August 31, 2012. DOCUMENTS INCORPORATED BY REFERENCE None. <PAGE> TABLE OF CONTENTS PART I Item 1. Business 3 Item 1A. Risk Factors 6 Item 1B. Unresolved Staff Comments 10 Item 2. Properties 10 Item 3. Legal Proceedings 11 Item 4. Mine Safety Disclosures 11 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11 Item 6. Selected Financial Data 12 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 16 Item 8. Financial Statements and Supplementary Data 17 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 30 Item 9A. Controls and Procedures 30 Item 9B. Other Information 31 PART III Item 10. Directors, Executive Officers and Corporate Governance 31 Item 11. Executive Compensation 34 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 35 Item 13. Certain Relationships and Related Transactions, and Director Independence 35 Item 14. Principal Accounting Fees and Services 36 PART IV Item 15. Exhibits, Financial Statement Schedules 36 SIGNATURES 38 2 <PAGE> PART I ITEM 1. BUSINESS This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "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 "Risk Factors", 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, performance 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. Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and 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", "our company" and "American Paramount" refer to American Paramount Gold Corp., unless otherwise indicated. CORPORATE OVERVIEW Our principal executive offices are located at 355 Burrard Street, Suite 1000, Vancouver, BC, Canada, V6C 2G8. Our telephone number is (250) 258-7481. Our common stock is quoted on the OTC Bulletin Board under the symbol "APGA". CORPORATE HISTORY We were incorporated under the laws of the State of Nevada on July 20, 2006 under the name "Zebra Resources Incorporated" (aka "Zebra Resources Inc."). At inception, we were an exploration stage company engaged in the acquisition, exploration and development of mineral properties. We are investigating several business opportunities to enhance shareholder value. On February 26, 2010, Monaco Capital Inc. acquired a controlling interest in our company by purchasing 20,000,000 shares of our common stock in a private transaction. Effective March 17, 2010, we effected a one (1) old for two (2) new forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 75,000,000 to 150,000,000 shares of common stock and our issued and outstanding increased from 32,000,000 shares of common stock to 64,000,000 shares of common stock, all with a par value of $0.001. 3 <PAGE> Also effective March 17, 2010, we changed our name from "Zebra Resources Incorporated" to "American Paramount Gold Corp.", by way of a merger with our wholly owned subsidiary American Paramount Gold Corp., which was formed solely for the change of name. The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on April 12, 2010 under the new stock symbol "APGA". On April 16, 2010, we entered into an option agreement to acquire a 100% long-term lease interest in 189 unpatented mining claims situated in the Walker Lane Structural Belt in Nye County, Nevada, known as Cap Gold Project. The 189 claims making up the Cap Gold Project form a contiguous block of approximately 3,960 acres (1,602 hectares). We paid $125,000 to secure the option, giving us the right acquire a 100% long-term lease interest in the Cap Gold Project. To exercise the option we must: (i) make ongoing yearly advance production royalty cash payments during the term of the agreement of $125,000 in years two (2) through five (5), $150,000 in years six (6) through twelve (12), $200,000 in years 13 through 20 and $300,000 in years 21 through 30; (ii) incur expenditures on exploration of the Cap Gold Project of not less than an aggregate of $1,250,000 over five (5) years; and (iii) make production royalty payments from production from the property after the advance production royalty cash payments described above have been repaid to our company from production from the property. At our company's election, the production royalty may be calculated either on a sliding scale or on a fixed production royalty basis, and must range from 1% to a maximum of 3%. We do not currently intend on conducting any further exploration on the Cap Gold Project. On April 22, 2010, we entered into a convertible loan agreement with Monaco Capital Inc., wherein Monaco Capital Inc. has agreed to loan our company up to $500,000. The loan (and accrued interest) is convertible in whole or in part into common shares of our company at a conversion price of $1.05 and will bear interest at 10% per annum. The principal amount of the loan and accrued interest is due and payable one year from the advancement date. We may at any time during the term of the loan prepay any sum up to the full amount of the loan and accrued interest then outstanding for an additional 10% of such amount. This agreement was subsequently cancelled and replaced with a new agreement on December 17, 2010. The new agreement provided for funding of up to $5,000,000, and any amounts advanced would bear interest at 10% per annum. In addition, any outstanding principal and accrued interest would be convertible at the volume weighted average trading price for the company's shares of common stock for the ten trading day period prior to any conversion. On July 30, 2010, our directors approved the adoption of the 2010 Stock Option Plan ("2010 Plan") which permits our company to issue up to 6,500,000 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2010 Plan. On July 28, 2010, we obtained an extra-provincial license to carry on business in the Province of Ontario, Canada. Our Ontario Corporation Number is 1827852. On October 6, 2010, we granted an aggregate of 5,400,000 stock options to ten individuals, including directors, officers, consultants and employees, pursuant to our 2010 Plan, at an exercise price of $0.68 per share. Of the 5,400,000 stock options, 400,000 options are exercisable until October 6, 2012 and 5,000,000 options are exercisable until October 6, 2015. All the stock options vested upon issuance. We issued the stock options to seven (7) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 and to three (3) U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933. On November 9, 2010, we announced by press release our entry into a non-binding letter of intent with Lonsdale Acquisition Corporation to acquire the Kisita Gold Mine Property, an operational gold property four hours northwest of the capital city of Kampala, Uganda. The acquisition was subject to further negotiation and due diligence of the project satisfactory to us. On December 9, 2010, having performed the due diligence required to acquire the Kisita Gold Mine Property, advised Lonsdale Acquisition Corporation that we declined to proceed with the purchase agreement under its current terms and conditions. Discussions with Lonsdale Acquisition Corporation are ongoing. 4 <PAGE> On December 17, 2010, we entered into a convertible loan agreement with Monaco Capital Inc. This agreement replaces the convertible loan agreement entered into with Monaco Capital Inc. on April 22, 2010. The new agreement provided for funding of up to $5,000,000, and any amounts advanced would bear interest at 10% per annum. In addition, any outstanding principal and accrued interest would be convertible at the volume weighted average trading price for the company's shares of common stock for the ten trading day period prior to any conversion. On November 16, 2011, our company's board of directors approved a forty (40) for one (1) reverse stock split of our authorized and issued and outstanding common shares. On November 28, 2011, the Nevada Secretary of State accepted for filing a Certificate of Change, wherein we effected an amendment to our Articles of Incorporation to decrease the authorized number of shares of our common stock from 150,000,000 to 3,750,000 shares of common stock, par value of $0.001. On November 29, 2011 the Nevada Secretary of State accepted for filing a Certificate of Correction, wherein we effected an amendment to our Articles of Incorporation to correct the Certificate of Change filed on November 28, 2011 to state that no fractional shares shall be issued and that fractional shares shall be rounded up rather than rounded down. The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on January 26, 2012. Our new symbol is "APGA". Our new CUSIP number is 02882T 204. OUR CURRENT BUSINESS We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals which until recently was focused on gold mineralization on our property located in Nevada. We intend to conduct exploration and development programs on our recently optioned property. Since we are an exploration stage company, there is no assurance that a commercially viable mineral reserve exists on any of our current or future properties, To date, we do not know if an economically viable mineral reserve exists on our property and there is no assurance that we will discover one. Even if we do eventually discover a mineral reserve on our property, there can be no assurance that we will be able to develop our property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines. Our operational focus has been to conduct exploration activities on the Cap Gold Project and to complete the terms of the Cap Gold option agreement. After completing drilling on our first hole, the Board determined to abandon the project entirely. SUBSIDIARIES We do not have any subsidiaries. RESEARCH AND DEVELOPMENT EXPENDITURES We have incurred $nil in research and development expenditures over the last two fiscal years. EMPLOYEES Currently, with the exception of our directors and officers, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed. 5 <PAGE> We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs. INTELLECTUAL PROPERTY We own all copyright in and to the contents of our website, www.americanparamountgold.com. We do not own, either legally or beneficially, any patent or trademark. REPORTS TO SECURITY HOLDERS We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission's website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov. ITEM 1A. RISK FACTORS RISKS ASSOCIATED WITH MINING OUR PROPERTY IS IN THE EXPLORATION STAGE. THERE IS NO ASSURANCE THAT WE CAN ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON OUR PROPERTY IN COMMERCIALLY EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY REVENUES FROM OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS THAT WE EXPEND ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL. Despite exploration work on our mineral property, we have not established that it contains any mineral reserve, and there can be no assurance that we will be able to do so. If we do not, our business could fail. A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7 ) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost. Even if we do eventually discover a mineral reserve on our property, there can be no assurance that we will be able to develop our property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines. The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable. 6 <PAGE> MINERAL OPERATIONS ARE SUBJECT TO APPLICABLE LAW AND GOVERNMENT REGULATION. EVEN IF WE DISCOVER A MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, THESE LAWS AND REGULATIONS COULD RESTRICT OR PROHIBIT THE EXPLOITATION OF THAT MINERAL RESOURCE. IF WE CANNOT EXPLOIT ANY MINERAL RESOURCE THAT WE MIGHT DISCOVER ON OUR PROPERTY, OUR BUSINESS MAY FAIL. Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail. We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties. IF WE ESTABLISH THE EXISTENCE OF A MINERAL RESOURCE ON OUR PROPERTY IN A COMMERCIALLY EXPLOITABLE QUANTITY, WE WILL REQUIRE ADDITIONAL CAPITAL IN ORDER TO DEVELOP THE PROPERTY INTO A PRODUCING MINE. IF WE CANNOT RAISE THIS ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO EXPLOIT THE RESOURCE, AND OUR BUSINESS COULD FAIL. If we do discover mineral resources in commercially exploitable quantities on our property, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that any discovered resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail. MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS. WE DO NOT CURRENTLY INSURE AGAINST THESE RISKS. IN THE EVENT OF A CAVE-IN OR SIMILAR OCCURRENCE, OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN ADVERSE IMPACT ON OUR COMPANY. Mineral exploration, development and production involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company. 7 <PAGE> MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS. We expect to derive revenues, if any, either from the sale of our mineral resource property or from the extraction and sale of ore. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted. THE MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL CONTINUE TO BE SUCCESSFUL IN ACQUIRING MINERAL CLAIMS. IF WE CANNOT CONTINUE TO ACQUIRE PROPERTIES TO EXPLORE FOR MINERAL RESOURCES, WE MAY BE REQUIRED TO REDUCE OR CEASE OPERATIONS. The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce. In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations. RISKS RELATED TO OUR COMPANY THE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL PROPERTIES AS A GOING CONCERN. We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on our mineral property and we build and operate a mine. We had no cash as of August 31, 2012 and a working capital deficit of $1409,335. We have also incurred a net loss of $896,886 during the year ended August 31, 2012 and a cumulative net loss of $5,178,509 from our inception on July 20, 2006 through August 31, 2012. We estimate that our average monthly operating expenses will be approximately $50,000, including exploration costs, management services and administrative costs, assuming we recommence exploration or the Cap Gold Project Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral property, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral property, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail. 8 <PAGE> Management plans to seek additional capital through a private placement of its capital stock. These conditions raise substantial doubt about our company's ability to continue as a going concern. Although there are no assurances that management's plans will be realized, management believes that our company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence." We continue to experience net operating losses. RISKS ASSOCIATED WITH OUR COMMON STOCK TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR STOCKHOLDERS TO RESELL THEIR SHARES. Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like NYSE Amex. Accordingly, shareholders may have difficulty reselling any of their shares. OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK. Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock. 9 <PAGE> In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock. OTHER RISKS TRENDS, RISKS AND UNCERTAINTIES We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock. ITEM 1B. UNRESOLVED STAFF COMMENTS As a "smaller reporting company", we are not required to provide the information required by this Item. ITEM 2. PROPERTIES EXECUTIVE OFFICES Our executive, administrative, and operating offices are located at 141 Adelaide St. West, Suite 240, Toronto, Ontario, Canada, M5H 3L5. We believe these facilities are adequate for our current needs. They are free of charge. MINERAL PROPERTIES THE CAP GOLD PROJECT LOCATION AND ACCESS The Cap Gold Project consists of the CAP (14 claims), KAP (2 claims), and the CAPX (173 claims) unpatented mining claims forming a contiguous block of approximately 3,960 acres (1,602 hectares). The claims are located in sections 25, 26, 27, 34, 35, and 36, Township 1 South, Range 51 East, and MDB&M, in Nye County, Nevada. The geographic coordinates are 37(degree)49' North Latitude, 116(degree)15' West Longitude. The property is in the Reveille Valley on the pediment east of the Kawich Range on lands administered by the U.S. Department of the Interior, Bureau of Land Management ("BLM"), Tonopah District. OPTION AGREEMENT Our company has an option to earn an interest in the Cap Gold Project through an agreement entered into between our company and Royce L. Hackworth and Belva L.Tomany. In order to complete the transactions contemplated by the agreement, we paid $25,000 upon the closing of the agreement and an additional $100,000 upon satisfaction of our due diligence. The agreement gives our company the option to acquire a 100% long-term lease interest in the Cap Gold Project by (i) making ongoing yearly advance production royalty cash payments during the term of the agreement of $125,000 in years two (2) through five (5), $150,000 in years six (6) through twelve (12), $200,000 in years 13 through 20 and $300,000 in years 21 through 30; (ii) incurring expenditures on exploration of the Cap Gold Project of not less than an aggregate of $1,250,000 over five (5) years; and (iii) making production royalty payments from production from the property after the advance production royalty cash payments described above have been repaid to our company from production from the property. The production royalty is based on, at our company's election, a sliding scale or fixed production royalty basis, which in either case ranges from 1% to a maximum of 3%. Currently, we do not intend to conduct any further activity on the Cap Gold Project. 10 <PAGE> As noted herein, we do not currently intend to conduct any further exploration on the CAP Gold project, and have provided notice of our termination of the option agreement. ITEM 3. LEGAL PROCEEDINGS Other than as noted below, there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company. On May 14, 2012 our resident agent was served on our behalf with a summons in regards to a lawsuit commenced by DOSECC Exploration Services, LLC. The action has been commenced in District Court, in Nye County, Nevada. The plaintiff is claiming approximately $200,000 for drilling work done on the Cap Gold Project. We are currently considering what course of action is warranted in regards to this recent development, but have not made any final determination. ITEM 4. MINE SAFETY DISCLOSURES None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common shares are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "APGA." The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid prices of our common stock for the periods indicated below are as follows: OTC BULLETIN BOARD (1) Quarter Ended High Low ------------- ---- --- August 31, 2012 $ 0.07 $ 0.02 May 31, 2012 $ 0.07 $ 0.07 February 28, 2012 $ 0.16 $ 0.07 November 30, 2011 $ 0.03 $ 0.01 August 31, 2011 $ 0.05 $ 0.03 (1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark- down or commission, and may not represent actual transactions. (2) No trades occurred during this period. (3) The first trade in our stock did not occur until March 4, 2010. Our shares are issued in registered form. Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone: (775) 322-0626; Facsimile: (775) 322-5623) is the registrar and agent for our common and preferred shares. On August 31, 2012, the shareholders' list showed 40 registered shareholders, 1,612,500 common shares outstanding. DIVIDEND POLICY We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors. 11 <PAGE> RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES We did not sell any equity securities which were not registered under the Securities Act during the year ended August 31, 2012 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended August 31, 2012. EQUITY COMPENSATION PLAN INFORMATION We have no long-term incentive plans, other than the Stock Option Plan described below. 2010 STOCK OPTION PLAN On July 30, 2010, our directors approved the adoption of the 2010 Stock Option Plan which permits our company to issue up to 6,500,000 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2010 Plan. As of August 31, 2012, there are 5,150,000 options outstanding under the 2010 Plan. EQUITY COMPENSATION PLAN INFORMATION Number of Securities Number of Securities to be Remaining Available for Issued Upon Exercise of Weighted-Average Exercise Future Issuance Under Outstanding Options, Price of Outstanding Options, Equity Compensation Plans Plan Category Warrants and Rights Warrants and Rights (excluding column (a)) (a) (b) (c) ------------- ------------------- ------------------- ------------------------- Equity Compensation Plans to Nil Nil Nil be Approved by Security Holders Equity Compensation Plans Not Approved by Security Holders 5,150,000 $0.12 Nil --------- ------- ------- TOTAL 5,150,000 $0.12 Nil ========= ======= ======= PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS We did not purchase any of our shares of common stock or other securities during the fourth quarter of our fiscal year ended August 31, 2012. ITEM 6. SELECTED FINANCIAL DATA As a "smaller reporting company", we are not required to provide the information required by this Item. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes for the years ended August 31, 2012 and August 31, 2011 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report. 12 <PAGE> Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. CASH REQUIREMENTS Over the next 12 months we intend to operate as a business development company. We anticipate that we will incur the following operating expenses during this period: ESTIMATED FUNDING REQUIRED DURING THE NEXT 12 MONTHS Expense Amount ------- ------ General, Administrative, and Corporate Expenses $200,000 Operating Expenses $200,000 Exploration $200,000 -------- TOTAL $600,000 ======== At present, our cash requirements for the next 12 months outweigh the funds available to maintain or develop our properties. Of the $600,000 that we require for the next 12 months, we have $Nil in cash as of August 31, 2012 and a working capital deficit of $1,409,335. In order to improve our liquidity, we plan pursue additional equity financing from private investors or possibly a registered public offering. With the exception of the ongoing convertible loan agreement with Monaco Capital Inc. described below, we do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us. On December 17, 2010, we entered into a convertible loan agreement with Monaco Capital Inc., wherein Monaco Capital Inc. has agreed to loan our company up to $5,000,000. The convertible loan agreement replaced the original agreement with Monaco Capital Inc., dated April 22, 2010 and provided that the principal of $500,933 advanced under it, along with $20,664 in unpaid, accrued interest, to and including December 17, 2010, be treated as if issued under the terms of the new agreement. The loan is unsecured and bears interest at the rate of 10% per annum payable on the due date. The loan is convertible into securities of our company at a conversion price calculated as the mean volume weighted average price for our company's common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The principal amount of the loan and accrued interest is due and payable one year from the advancement date. We may at any time during the term of the loan prepay any sum up to the full amount of the loan and accrued interest then outstanding for an additional 10% of such amount. As at August 31, 2012, the total advanced under the convertible loan is $975,652. PURCHASE OF SIGNIFICANT EQUIPMENT We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months. GOING CONCERN The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of our company as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, our company is in the exploration stage and, accordingly, has not generated revenues from operations. As shown on the accompanying financial statements, our company has incurred a net loss of $5,178,509 for the period from inception (July 20, 2006) to August 31, 2012. These conditions raise substantial doubt about our company's ability to continue as a going concern. 13 <PAGE> The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mining activities. OFF-BALANCE SHEET ARRANGEMENTS or capital resources that is material to stockholders. There were none during the years ended August 31, 2012 or 2011. RESULTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2012 AND 2011 The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the years ended August 31, 2012 and 2011. Our operating results for the years ended August 31, 2012 and 2011 are summarized as follows: Year Ended August 31, 2012 2011 ------------ ------------ Operating Expenses $ 536,251 $ 3,423,199 Other Expenses $ 360,635 $ 77,577 Net Income (Loss) $ (896,886) $ (3,500,776) EXPENSES Our operating expenses for the years ended August 31, 2012 and 2011 are outlined in the table below: Year Ended August 31, 2012 2011 ------------ ------------ Consulting expenses $ 44,953 $ 2,774,909 Exploration $ 432,281 $ 216,344 General and administrative $ 47,473 $ 174,362 Rent expenses $ -- $ 36,153 Management fees $ -- $ 162,389 Professional fees $ 11,544 $ 59,042 EQUITY COMPENSATION We currently do not have any equity compensation plans or arrangements. On July 31, 2010 our directors approved the adoption of our 2010 Stock Option Plan which permits our company to grant up to 6,500,000 options to acquire shares of common stock, to directors, officers, employees and consultants of our company. LIQUIDITY AND FINANCIAL CONDITION WORKING CAPITAL At August 31, 2012 2011 ------------ ------------ Current Assets $ 977 $ 146,357 Current Liabilities $ 1,410,312 $ 924,499 Working Capital Deficit $ (1,409,335) $ (778,142) CONTRACTUAL OBLIGATIONS As a "smaller reporting company", we are not required to provide tabular disclosure obligations. 14 <PAGE> CRITICAL ACCOUNTING POLICIES Our financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America for financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials. ACCOUNTING ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, our company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of financial assets and liabilities based on GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is also established, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - Inputs that are unobservable (for example cash flow modelling inputs based on assumptions). The table below presents the carrying value and fair value of our company's financial instruments. The fair value represents management's best estimates based on a range of methodologies and assumptions. The carrying value of receivables and payables arising in the ordinary course of business and the receivable from taxing authorities, approximate fair value because of the relatively short period of time between their origination and expected realization. Quoted Significant Significant Carrying value Prices in Other Unobservable August 31, 2012 (Level 1) (Level 2) (Level 3) --------------- --------- --------- --------- FINANCIAL ASSETS Cash $ -- $ -- $ -- $ -- FINANCIAL LIABILITIES Bank overdraft $ 5,529 $ 5,529 $ -- $ -- Accounts payable and accrued expenses $429,131 $429,131 $ -- $ -- Convertible notes - related parties $975,652 $ -- $975,652 $ -- 15 <PAGE> INCOME TAXES The Company follows the asset and liability method of accounting for income taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carry-forward to be used in future years. The Company has established a valuation allowance for the full tax benefit of the operating loss carry-forwards due to the uncertainty regarding realization. NET LOSS PER COMMON SHARE Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from Inception (July 20, 2006) through August 31, 2012, common stock equivalents are the rights conferred upon Monaco Capital Inc. pursuant to the convertible loan agreement (Note 7) and those arising from the 2010 Plan (Note 9). These stock equivalents were not included as their effect was anti-dilutive for the periods presented. STOCK-BASED COMPENSATION The Company applies the fair value method for accounting for stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black-Scholes Option Pricing Model. The options are expensed over the vesting period of the options on a graded vesting basis. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration for other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services. CONCENTRATION OF CREDIT RISK Our company places our cash and cash equivalents with high credit quality financial institutions. Our company obtained financing during the year from Monaco Capital Inc. which holds 51% of our company's common shares. The balance of the loan as at August 31, 2012 was $975,652. RECENT ACCOUNTING PRONOUNCEMENTS Our company has evaluated the recent accounting pronouncements through April 2012 and believes that none of them will have a material effect on the company's financial position, results of operations or cash flows. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a "smaller reporting company", we are not required to provide the information required by this Item. 16 <PAGE> ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AMERICAN PARAMOUNT GOLD CORP. FINANCIAL STATEMENTS AUGUST 31, 2012 (U.S. DOLLARS) 17 <PAGE> [LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of American Paramount Gold Corp. We have audited the accompanying balance sheet of American Paramount Gold Corp. (the "Company") as at August 31, 2012 and the related statements of operations, stockholders' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at August 31, 2012 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ DMCL ------------------------------------- DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, Canada October 14, 2015 18 <PAGE> AMERICAN PARAMOUNT GOLD CORP. BALANCE SHEETS (Stated in U.S. Dollars) August 31, 2012 August 31, 2011 --------------- --------------- $ $ ASSETS Current Assets Cash -- 71,552 Excise Tax receivable 977 35,176 Prepaid and deposit -- 39,629 ------------ ------------ Total current assets 977 146,357 ------------ ------------ Mining claims -- 250,000 Website -- 14,618 Equipment -- 1,075 ------------ ------------ Total Assets 977 412,050 ============ ============ LIABILITIES Current Liabilities Bank overdraft 5,529 21,882 Accounts payable and accrued liabilities 429,131 122,740 Convertible loan payable - related party 975,652 779,877 ------------ ------------ Total current liabilities 1,410,312 924,499 ------------ ------------ Total Liabilities 1,410,312 924,499 ------------ ------------ STOCKHOLDERS'DEFICIT Common stock 3,750,000 authorized shares, par value $0.001 1,612,500 shares issued and outstanding as at August 31, 2012 and 2011 1,613 1,613 Additional paid-in-capital 3,291,370 3,291,370 Stock payable 476,191 476,191 Deficit (5,178,509) (4,281,623) ------------ ------------ Total Stockholders' Deficit (1,409,335) (512,449) ------------ ------------ Total Liabilities and Stockholders' Deficit 977 412,050 ============ ============ See accompanying notes to the financial statements 19 <PAGE> AMERICAN PARAMOUNT GOLD CORP. STATEMENTS OF OPERATIONS (Stated in U.S. Dollars) Year Ended August 31, 2012 August 31, 2011 --------------- --------------- $ $ EXPENSES Operating expenses Consulting 44,953 2,774,909 Exploration 432,281 216,344 General and administrative 47,473 174,362 Rent - related party -- 36,153 Management fees -- 162,389 Professional fees 11,544 59,042 ---------- ---------- Total operating expenses 536,251 3,423,199 ---------- ---------- Net loss from operations (536,251) (3,423,199) ---------- ---------- Other expenses Impairment of mining claims 250,000 -- Impairment of capital assets 15,693 -- Amortization of debt discount 1,719 9,072 Interest 93,223 68,505 ---------- ---------- Total other expenses 360,635 77,577 ---------- ---------- Net loss (896,886) (3,500,776) ========== ========== BASIC EARNINGS PER COMMON SHARE (0.56) (2.18) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC 1,612,500 1,604,281 ========== ========== See accompanying notes to the financial statements 20 <PAGE> AMERICAN PARAMOUNT GOLD CORP. Statement of Stockholders' Equity (Deficit) from Inception (July 20, 2006) to August 31, 2012 (Stated in U.S. Dollars) Additional Common Stock Paid in Stock Deficit Number Amount Capital Payable Accumulated Total ------ ------ ------- ------- ----------- ----- $ $ $ $ $ Balance, August 31, 2010 1,600,000 1,600 620,433 -- (780,847) (158,814) Issued for cash at $0.10 per share, net of issuance cost -- -- -- 476,191 -- 476,191 Issued to settle debt 12,500 13 67,487 -- -- 67,500 Share based compensation -- -- 2,603,450 -- -- 2,603,450 Net loss -- -- -- -- (3,500,776) (3,500,776) ---------- ------ ---------- -------- ---------- ---------- Balance, August 31, 2011 1,612,500 1,613 3,291,370 476,191 (4,281,623) (512,449) Net loss -- -- -- -- (896,886) (896,886) ---------- ------ ---------- -------- ---------- ---------- Balance, August 31, 2012 1,612,500 1,613 3,291,370 476,191 (5,178,509) (1,409,335) ========== ====== ========== ======== ========== ========== See accompanying notes to the financial statements 21 <PAGE> AMERICAN PARAMOUNT GOLD CORP. STATEMENTS OF CASH FLOWS (Stated in U.S. Dollars) Year Ended August 31, 2012 August 31, 2011 --------------- --------------- $ $ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss (896,886) (3,500,776) Adjustments to reconcile net loss to net cash used in operating activities: Impairment of mining claims 250,000 -- Impairment of capital assets 15,693 -- Amortization of website -- 8,771 Depreciation of equipment -- 215 Share based compensation -- 2,603,450 Shares issued to settle debt -- 67,500 Amortized debt discount 1,719 9,072 Interest expense 93,223 68,505 Change in operating assets and liabilities: Decrease (increase) in excise tax receivable 34,199 (35,176) Decrease in prepaids 39,629 31,094 Increase (decrease) in accounts payable and accrued liabilities 213,168 (21,788) Decrease in accounts payable - related parties -- (1,000) ---------- ---------- NET CASH FLOWS USED IN OPERATING ACTIVITIES (249,255) (770,133) ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Mining claims -- (125,000) Equipment -- (1,290) ---------- ---------- NET CASH FLOWS USED IN INVESTING ACTIVITIES -- (126,290) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Bank overdraft advances (repayments) (16,353) 21,882 Convertible loan proceeds - related party 194,056 530,663 Notes payable -- (62,907) Proceeds on sale of common stock -- 476,191 ---------- ---------- NET CASH FLOWS FROM FINANCING ACTIVITIES 177,703 965,829 ---------- ---------- NET CHANGE IN CASH (71,552) 69,406 CASH, BEGINNING OF THE PERIOD 71,552 2,146 ---------- ---------- CASH, END OF THE PERIOD -- 71,552 ========== ========== NON CASH FINANCING ACTIVITIES Shares issued to settle accounts payable -- 67,500 ========== ========== See accompanying notes to the financial statements 22 <PAGE> AMERICAN PARAMOUNT GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS AUGUST 31, 2012 AND 2011 (Stated in U.S. Dollars) 1. ORGANIZATION AND NATURE OF BUSINESS American Paramount Gold Corp., a Nevada corporation, (the "Company") was incorporated in the State of Nevada on July 20, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. 2. BASIS OF PRESENTATION AND GOING CONCERN BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of American and are presented in US dollars. GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2012 and 2011, the Company has not achieved profitable operations and has incurred net losses of $896,886 and $3,500,776. At August 31, 2012 the Company had a deficit accumulated of $5,178,509. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING ESTIMATES The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of financial assets and liabilities based on GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is also established, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - Inputs that are unobservable (for example cash flow modelling inputs based on assumptions). The Company's financial instruments include cash, bank overdraft, accounts payable, and the convertible loan payable to a related party. The fair values of these financial instruments approximate their carrying values due to their short maturities. 23 <PAGE> AMERICAN PARAMOUNT GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS AUGUST 31, 2012 AND 2011 (Stated in U.S. Dollars) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. LONG-LIVED ASSETS In accordance with ASC 360, "Property, Plant, and Equipment", the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount exceeds fair value. NET LOSS PER COMMON SHARE Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. These stock equivalents were not included as their effect was anti-dilutive for the periods presented. STOCK-BASED COMPENSATION The Company applies the fair value method for accounting for stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black-Scholes Option Pricing Model. The options are expensed over the vesting period of the options on a graded vesting basis. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration for other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services. 24 <PAGE> AMERICAN PARAMOUNT GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS AUGUST 31, 2012 AND 2011 (Stated in U.S. Dollars) RECENT ACCOUNTING PRONOUNCEMENTS The following are recent FASB accounting pronouncements, which may have an impact on the Company's future consolidated financial statements: "Income Taxes (ASC Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists" ("ASU 2013-11") was issued during July 2013. FASB issued guidance on how to present an unrecognized tax benefit. The guidance is effective for annual periods beginning after December 15, 2013 for public companies. The Company has adopted this pronouncement. The adoption of ASC Topic 740 did not have a significant impact on the Company's results of operations, financial performance or cash flows. In June 2014, the FASB issued ASU No. 2014-10, "DEVELOPMENT STAGE ENTITIES (TOPIC 915): ELIMINATION OF CERTAIN FINANCIAL REPORTING REQUIREMENTS, INCLUDING AN AMENDMENT TO VARIABLE INTEREST ENTITIES GUIDANCE IN TOPIC 810, CONSOLIDATION." This ASU is intended to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. As of the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. The Company has early adopted these changes and removed inception-to-date information and no longer describes as an exploration stage entity. In August 2014, the FASB issued ASU No. 2014-15, "PRESENTATION OF FINANCIAL STATEMENTS--GOING CONCERN (SUBTOPIC 205-40): DISCLOSURE OF UNCERTAINTIES ABOUT AN ENTITY'S ABILITY TO CONTINUE AS A GOING CONCERN." This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements. 4. MINERAL PROPERTIES On April 16, 2010, the Company entered into an option agreement to acquire a 100% long-term lease interest in mining claims situated in the Walker Lane Structural Belt in Nye County, Nevada (the "Cap Gold Project"). During the year ended August 31, 2012, the Company decided not to continue with its planned drill program at the Cap Gold Project, and as a result, wrote off capitalized costs of $250,000 to operations. 5. WEBSITE DEVELOPMENT AND EQUIPMENT As at August 31, 2011, the Company had $14,618 and $1,075 of capitalized website development costs and equipment, respectively. During the year ended august 31, 2012, the Company concluded that these costs were not recoverable, and recorded an impairment of $15,693 in the statement of operations. 25 <PAGE> AMERICAN PARAMOUNT GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS AUGUST 31, 2012 AND 2011 (Stated in U.S. Dollars) 6. CONVERTIBLE LOAN - RELATED PARTY On December 17, 2010, the Company entered into an agreement with Monaco Capital Inc., majority shareholder, for a principal amount of up to $5,000,000. The loan is unsecured and bears interest at the rate of 10% per annum. The Company may at any time during the term of the loan prepay any sum up to the full amount of the loan and accrued interest then outstanding at any time for an additional 10% of such amount. The loan (including accrued interest) is convertible into securities of the Company at a conversion price calculated as the mean volume weighted average price for the Company's common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. At any time after the advancement date, if the Company has not paid the loan and accrued interest in full, the Lender may, by providing written notice to the Company, exercise its rights of conversion in respect of either a portion of the total outstanding amount of the loan as of that date into shares of the Company. As at August 31, 2012, Monaco Capital Inc. has advanced to the Company $975,652 (2011 - $779,877). As at August 31, 2012, $140,092 (2011 - $47,258) of accrued interest is owing and included in accounts payable and accrued liabilities. When the loan was received, an initial beneficial conversion feature was recorded of $16,833. As at August 31, 2012, $Nil (2011 - $1,719) was unamortized, and included in the convertible loan balance on the balance sheet. During the year ended August 31, 2012, $1,719 (2011 - $9,072) of the beneficial conversion feature was amortized into the statement of operations. Accrued interest as at august 31, 2012 is $140,092 (2011 - $46,869) and is included in accounts payable and accrued liabilities. 7. STOCKHOLDERS' EQUITY (DEFICIT) On March 28, 2011 and April 19, 2011, the Company collected net proceeds $476,191 for an aggregate of 5,000,000 common shares of the Company under the Private Placement Offering. As at August 31, 2012, these shares have not issued to the shareholders and are recorded as Stock Payable. On April 11, 2011, the Company issued 500,000 restricted common shares of the Company, valued at $67,500, in full satisfaction of debt owed to Investors Resource Group ("IRG") in the amount of $180,000 for consulting services. 8. STOCK OPTIONS The Company has adopted a stock option plan (the "2010 Plan") which permits the Company to issue up to 6,500,000 shares of common stock to directors, officers, employees and consultants of the Company upon the exercise of stock options granted under the 2010 Plan. At the time of the grant of the option, the plan administrator shall designate the expiration date of the option, which date shall not be later than five (5) years from the date of grant. The vesting schedule for each option shall be specified by the plan administrator at the time of grant of the option. Effective September 29, 2010 the 2010 Plan provides for an exercise price to be established based on the fair market value of a common share of the Company being the average of the high and low sales prices (or bid and ask prices, if sales prices are not reported) for the common stock for the last trading day immediately preceding the date with respect to which fair market value is being determined, as reported for the principal trading market for the common stock. In April 2014, the company issued 1,000,000 stock options exercisable at $1.00 per option to the president, CEO, and CFO of the Company. On October 4, 2010 the exercise price of these options was amended to $0.68, with an expiry date of October 6, 2015. In connection with this modification the Company recorded stock-based compensation of $276,000. 26 <PAGE> AMERICAN PARAMOUNT GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS AUGUST 31, 2012 AND 2011 (Stated in U.S. Dollars) 8. STOCK OPTIONS (CONTINUED) Also on October 6, 2010, an additional 4,400,000 stock options at an exercise price of $.68 per share. Of the aggregate 5,400,000 stock options, 400,000 options are exercisable until October 5, 2012 and 5,000,000 options are exercisable until October 6, 2015. These options all vest immediately. The fair value of the 5,400,000 options using the Black-Scholes Option Pricing Model with the following weighted average assumptions and including the $276,000 modification was recorded in the statement of operations as consulting expenses at a value of $2,480,800: Risk Free Interest Rate 0.38% and 1.16% respectively Expected life 730 days and 1825 days respectively Expected volatility 85.4 % Dividend per share $Nil On March 2, 2011, the Company cancelled 5,400,000 stock options previously granted on October 6, 2010. The Company concurrently reissued 5,150,000 stock options at an exercise price of $0.12 per share. Of the 5,150,000 stock options, 150,000 options are exercisable until March 2, 2013 and 5,000,000 options are exercisable until March 2, 2016. These stock options all vested immediately. In connection with this modification the Company recorded stock-based compensation of $122,650. A summary of the status of the Company's stock option plan as of August 31, 2012 and 2011 and changes during the years is presented below: 2012 2011 Weighted Weighted Number of average Number of average Shares exercise price Shares exercise price ------ -------------- ------ -------------- # $ # $ Outstanding at beginning of year 5,150,000 0.12 1,000,000 1.00 Granted -- -- 10,550,000 0.41 Forfeited or cancelled -- -- (6,400,000) (0.73) ----------- ---- ----------- ------ Outstanding at end of year 5,150,000 0.12 5,150,000 0.12 ----------- ---- ----------- ------ Exercisable 5,150,000 0.12 5,150,000 0.12 ----------- ---- ----------- ------ The weighted average remaining life of the options outstanding as at August 31, 2012 is 3.42 years. 27 <PAGE> AMERICAN PARAMOUNT GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS AUGUST 31, 2012 AND 2011 (Stated in U.S. Dollars) 9. INCOME TAXES The reported income taxes differ from the amounts obtained by applying statutory rates to the loss before income taxes as follows: August 31, 2012 August 31, 2011 --------------- --------------- Net loss $ (896,886) $(3,500,776) Statutory tax rate 35.0% 35.0% ----------- ----------- Expected income tax recovery (314,000) (1,225,000) Permanent differences -- 911,000 Other 34,000 -- Change in valuation allowance 280,000 314,000 ----------- ----------- Income tax recovery $ -- $ -- =========== =========== The Company's tax-effected future tax assets and liabilities are estimated as follows: August 31, 2012 August 31, 2011 --------------- --------------- Deferred tax assets Net operating loss carry forwards $ 591,000 $ 404,000 Capital assets 5,000 Mineral properties 88,000 -- ----------- ----------- Total deferred tax assets 684,000 404,000 Less: Valuation allowance (684,000) (404,000) ----------- ----------- Net deferred income tax assets $ -- $ -- =========== =========== At August 31, 2012, the Company has a deferred tax asset. A full valuation allowance has been established; as management believes it is more likely that not that the deferred tax asset will not be realized. As at August 31, 2012, the Company has net operating loss carry forwards of approximately $1,690,000 (2011: $1,152,973) to reduce future federal and state taxable income. These losses expire between 2020 and 2032. The Company is not currently subject to any income tax examinations by any tax authority. Should a tax examination be opened, management does not anticipate any tax adjustments, if accepted, that would result in a material change to its financial position. Tax attributes are subject to review, and potential adjustment by tax authorities. 28 <PAGE> AMERICAN PARAMOUNT GOLD CORP. NOTES TO THE FINANCIAL STATEMENTS AUGUST 31, 2012 AND 2011 (Stated in U.S. Dollars) 10. RELATED PARTY TRANSACTIONS During the year ended August 31, 2012, the Company incurred consulting fees of $35,453 and $9,500 to the President and a director of the Company, respectively. During the year ended August 31 2011, the company paid American Lithium Minerals Inc., whose President and Director is Hugh H. Aird (who was the President, CEO, and a director of the Company during the year ended August 31, 2011) CND$5,000 per month for office rent, supplies, and administrative support. At August 31, 2012, Monaco Capital Inc., a majority shareholder has advanced $975,652 (2011 - $781,597) with terms as discussed in Note 6. 29 <PAGE> ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods. ITEM 9A. CONTROLS AND PROCEDURES MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the SECURITIES EXCHANGE ACT OF 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (who are acting as our principal executive officer and as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure As of August 31, 2012, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED FRAMEWORK . Our management has concluded that, as of August 31, 2012, our internal control over financial reporting is not effective. Our management reviewed the results of their assessment with our Board of Directors. This annual report does not include an attestation report of our company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management's report in this annual report. INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to 30 <PAGE> design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in our internal controls over financial reporting that occurred during the year ended August 31, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting. ITEM 9B. OTHER INFORMATION Effective February 24, 2012, H. Neville Rhoden and J. Trevor Eyton resigned as directors of our company. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Position Held Date First Elected Name with the Company Age or Appointed ---- ---------------- --- ------------ Hugh Aird President, Chief Executive 56 August 30, 2010 Officer, Director Wayne Parsons Director 48 April 14, 2010 BUSINESS EXPERIENCE The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person's principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. HUGH AIRD--PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR Mr. Aird was appointed a director of our company on August 30, 2010 and as president and chief executive officer on September 29, 2010. Since graduating from Harvard University, Hugh Aird has held numerous top level executive positions throughout the financial industry. From 1998 to 2002 he was the Managing Director at Berenson, Mineralla LTD, a firm providing Mergers & Acquisitions advisory services, and from 1994 to 1998 he was Vice-Chairman of Merrill Lynch Canada. From 2002 to 2004 Mr. Aird was President of DRIA Capital, a financial consulting firm. Since 2004, Mr. Aird has been the Vice-Chairman, North America, and Business Development for Edelman Public Relations. Mr. Aird served as President of American Lithium Minerals, Inc. from September 29, 2009 until September 29, 2010, when he was appointed Chairman of the Board of Directors. WAYNE PARSONS--CHIEF FINANCIAL OFFICER AND DIRECTOR Mr. Parsons served as our secretary and treasurer from April 14, 2010 until August 30, 2010. He also served as our president, chief financial officer and chief executive from April 14, 2010 to September 29, 2010. Mr. Parsons has been a member of our board of directors since April 14, 2010. Mr. Parsons was appointed as our Chief Financial Officer, Secretary and Treasurer on July 14, 2011. 31 <PAGE> Wayne Parsons graduated University of Western Ontario 1985, Richard Ivey School of Business, and HBA. He began his career as an investment advisor in Toronto with Nesbitt Thomson Bongard, moving to RBC Dominion Securities in 1994 as Senior Investment Advisor. Mr. Parson's then joined National Bank Financial in 2003 as Senior Investment Advisor, working in London until 2008. He has been involved in many mining deals over the years and helped fund a number of junior mining projects in North America and abroad. FAMILY RELATIONSHIPS There are no family relationships between any of our directors, executive officers and proposed directors or executive officers. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS To the best of our knowledge, none of our directors or executive officers has, during the past ten years: 1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act. 32 <PAGE> CODE OF ETHICS Effective December 13, 2011, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president (being our principal executive officer and principal financial officer), contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; 3. compliance with applicable governmental laws, rules and regulations; 4. the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and 5. accountability for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our Company officers. In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests may be sent in writing to our company, 130 King Street West, Suite 3670, Toronto, Ontario M5X 1A9. AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT Our audit committee consists of Wayne Parsons. Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. We believe that the members of our audit committee are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not 33 <PAGE> generated any material revenues to date. In addition, we currently do not have nominating or compensation committee or committees performing similar functions nor do we have a written nominating or compensation committee charters. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors. ITEM 11. EXECUTIVE COMPENSATION Mr. Dennis Petke is paid $2,500 per month for his services. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors. STOCK OPTION PLAN On June 30, 2010 our directors approved the adoption of our 2010 Stock Option Plan which permits our company to grant up to 6,500,000 options to acquire shares of common stock, to directors, officers, employees and consultants of our company. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END None OPTION EXERCISES During our fiscal year ended August 31, 2012, there were no options exercised by our named officers. COMPENSATION OF DIRECTORS Other than as set forth below, we do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors. PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof. INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER MANAGEMENT None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding. 34 <PAGE> ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of April 11, 2012, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. Amount and Nature of Name and Address Beneficial Percentage of Beneficial Owner Title of Class Ownership of Class (1) ------------------- -------------- --------- ------------ Hugh H. Aird Common Nil 0% Wayne Parsons Common Nil 0% Directors and Officers as a group Common Nil 0% Monaco Capital Ltd. Common 863,750 53.6% PO Box 2079 7 New Rd. FL 2 Ste. 6 Belize City, Belize (1) Based on 1,612,500 shares of common stock issued and outstanding as of August 31, 2012. Except as otherwise indicated, we believe that the beneficial owners of the common shares listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. CHANGES IN CONTROL We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended August 31, 2012, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years. DIRECTOR INDEPENDENCE We have determined that we do not have a director that is an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15). Our audit committee consists of Wayne Parsons. 35 <PAGE> Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. We believe that the members of our audit committee are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating or compensation committee or committees performing similar functions nor do we have a written nominating or compensation committee charters. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The aggregate fees billed for the most recently completed fiscal year ended August 31, 2012 and for fiscal year ended August 31, 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Ended August 31, 2012 August 31, 2011 --------------- --------------- $ $ Audit Fees 16,000 16,000 Audit Related Fees Nil Nil Tax Fees Nil Nil All Other Fees Nil Nil Total 16,000 16,000 Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered. Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Financial Statements (1) Financial statements for our company are listed in the index under Item 8 of this document (2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or noted thereto. (b) Exhibits Exhibit Number Exhibit Description ------ ------------------- (3) ARTICLES OF INCORPORATION AND BY-LAWS 3.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on October 23, 2006). 36 <PAGE> Exhibit Number Exhibit Description ------ ------------------- 3.2 By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on October 23, 2006). 3.3 Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010). 3.4 Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010). 3.5 Certificate of Change filed with the Nevada Secretary of State on November 28, 2010 (incorporated by reference from our Current Report on Form 8-K filed on January 24, 2012). 3.6 Certificate of Correction filed with the Nevada Secretary of State on November 29, 2012 (incorporated by reference from our Current Report on Form 8-K filed on January 24, 2012). (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES 4.1* Code of Ethics (10) MATERIAL CONTRACTS 10.1 Mineral Lease Agreement between Royce L. Hackworth and Belva L. Tomany and Zebra Resources (now know as American Paramount Gold Corp.) dated April 16, 2011. (incorporated by reference from our Current Report on Form 8-K filed on April 19, 2011). 10.2 Consulting Agreement between our company and Wayne Parsons dated April 14, 2011. (incorporated by reference from our Current Report on Form 8-K filed on April 27, 2011). 10.3 Option Cancellation Agreement between our company and Wayne Parsons dated November 18, 2011. 10.4* Convertible Loan Agreement between our company and Monaco Capital Inc. dated December 17, 2010. (31) SECTION 302 CERTIFICATIONS 31.1* Section 302 Certification - Principal Executive Officer and Principal Financial Officer (32) SECTION 906 CERTIFICATION 32.1* Section 906 Certification - Principal Executive Officer and Principal Financial Officer (101)** INTERACTIVE DATA FILE (FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012) 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. * Filed herewith. ** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. 37 <PAGE> SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN PARAMOUNT GOLD CORP. (Registrant) Dated: October 20, 2015 /s/ Dennis Petke ----------------------------------- Dennis Petke President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: October 20, 2015 /s/ Dennis Petke ----------------------------------- Dennis Petke President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 38

Exhibit 4.1 AMERICAN PARAMOUNT GOLD CORP. (the "Corporation") CODE OF ETHICS AND BUSINESS CONDUCT FOR DIRECTORS, SENIOR OFFICERS AND EMPLOYEES OF THE CORPORATION (the "Code") This Code applies to the Chief Executive Officer, President, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions (collectively, the "Senior Officers") along with all directors and employees within the Corporation (the Senior Officers, directors and employees are hereinafter collectively referred to as the "Employees"). This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all Employees of the Corporation. All Employees should conduct themselves accordingly and seek to avoid the appearance of improper behaviour in any way relating to the Corporation. Any Employee who has any questions about the Code should consult with the Chief Executive Officer, the President, the Corporation's board of directors (the "Board") or the Corporation's audit committee (the "Audit Committee"). The Corporation has adopted the Code for the purpose of promoting: * honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; * full, fair, accurate, timely and understandable disclosure in all reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Corporation that are within the Senior Officer's area of responsibility; * compliance with applicable governmental laws, rules and regulations; * the prompt internal reporting of violations of the Code; and * accountability for adherence to the Code. HONEST AND ETHICAL CONDUCT Each Senior Officer and member of the Board owes a duty to the Corporation to act with integrity. Integrity requires, among other things, being honest and candid. Employees must adhere to a high standard of business ethics and are expected to make decisions and take actions based on the best interests of the Corporation, as a whole, and not based on personal relationships or benefits. Generally, a "conflict of interest" occurs when an Employee's personal interests is, or appears to be, inconsistent with, interferes with or is opposed to the best interests of the Corporation or gives the appearance of impropriety. <PAGE> Business decisions and actions must be made in the best interests of the Corporation and should not be influenced by personal considerations or relationships. Relationships with the Corporation's stakeholders - for example suppliers, competitors and customers - should not in any way affect an Employee's responsibility and accountability to the Corporation. Conflicts of interest can arise when an Employee or a member of his or her family receive improper gifts, entertainment or benefits as a result of his or her position in the Corporation. Specifically, each Employee must: 1. act with integrity, including being honest and candid while still maintaining the confidentiality of information when required or consistent with the Corporation's policies; 2. avoid violations of the Code, including actual or apparent conflicts of interest with the Corporation in personal and professional relationships; 3. disclose to the Board or the Audit Committee any material transaction or relationship that could reasonably be expected to give rise to a breach of the Code, including actual or apparent conflicts of interest with the Corporation; 4. obtain approval from the Board or Audit Committee before making any decisions or taking any action that could reasonably be expected to involve a conflict of interest or the appearance of a conflict of interest; 5. observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Corporation policies; 6. maintain a high standard of accuracy and completeness in the Corporation's financial records; 7. ensure full, fair, timely, accurate and understandable disclosure in the Corporation's periodic reports; 8. report any violations of the Code to the Board or Audit Committee; 9. proactively promote ethical behaviour among peers in his or her work environment; and 10. maintain the skills appropriate and necessary for the performance of his or her duties. DISCLOSURE OF CORPORATION INFORMATION As a result of the Corporation's status as a public company, it is required to file periodic and other reports with the SEC. The Corporation takes its public disclosure responsibility seriously to ensure that these reports furnish the marketplace with full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of the Corporation. All disclosures contained in reports and documents filed with or submitted to the 2 <PAGE> SEC, or other government agencies, on behalf of the Corporation or contained in other public communications made by the Corporation must be complete and correct in all material respects and understandable to the intended recipient. The Senior Officers, in relation to his or her area of responsibility, must be committed to providing timely, consistent and accurate information, in compliance with all legal and regulatory requirements. It is imperative that this disclosure be accomplished consistently during both good times and bad and that all parties in the marketplace have equal or similar access to this information. All of the Corporation's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Corporation's transactions, and must conform both to applicable legal requirements and to the Corporation's system of internal controls. Unrecorded or "off the book" funds, assets or liabilities should not be maintained unless permitted by applicable law or regulation. Senior Officers involved in the preparation of the Corporation's financial statements must prepare those statements in accordance with generally accepted accounting principles, consistently applied, and any other applicable accounting standards and rules so that the financial statements materially, fairly and completely reflect the business transactions and financial statements and related condition of the Corporation. Further, it is important that financial statements and related disclosures be free of material errors. Specifically, each Senior Officer must: 1. familiarize himself or herself with the disclosure requirements generally applicable to the Corporation; 2. not knowingly misrepresent, or cause others to misrepresent, facts about the Corporation to others, including the Corporation's independent auditors, governmental regulators, self-regulating organizations and other governmental officials; 3. to the extent that he or she participates in the creation of the Corporation's books and records, promote the accuracy, fairness and timeliness of those records; and 4. in relation to his or her area of responsibility, properly review and critically analyse proposed disclosure for accuracy and completeness. CONFIDENTIAL INFORMATION Employees must maintain the confidentiality of confidential information entrusted to them by the Corporation of its customers, suppliers, joint venture partners, or others with whom the Corporation is considering a business or other transaction except when disclosure is authorized by an executive officer or required or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Corporation or its customers or suppliers, if disclosed. It also includes information that suppliers, customers and other parties have entrusted to the Corporation. The obligation to preserve confidential information continues even after employment ends. 3 <PAGE> Records containing personal data about employees or private information about customers and their employees are confidential. They are to be carefully safeguarded, kept current, relevant and accurate. They should be disclosed only to authorized personnel or as required by law. All inquiries regarding the Corporation from non-employees, such as financial analysts and journalists, should be directed to the Board or the Audit Committee. The Corporation's policy is to cooperate with every reasonable request of government investigators for information. At the same time, the Corporation is entitled to all the safeguards provided by law for the benefit of persons under investigation or accused of wrongdoing, including legal representation. If a representative of any government or government agency seeks an interview or requests access to data or documents for the purposes of an investigation, the Employee should refer the representative to the Board or the Audit Committee. Employees also should preserve all materials, including documents and e-mails that might relate to any pending or reasonably possible investigation. COMPLIANCE WITH LAWS The Employees must respect and obey all applicable foreign, federal, state and local laws, rules and regulations applicable to the business and operations of the Corporation. Employees who have access to, or knowledge of, material nonpublic information from or about the Corporation are prohibited from buying, selling or otherwise trading in the Corporation's stock or other securities. "Material nonpublic" information includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell stock or other securities. Employees also are prohibited from giving "tips" on material nonpublic information, that is directly or indirectly disclosing such information to any other person, including family members, other relatives and friends, so that they may trade in the Corporation's stock or other securities. Furthermore, if, during the course of an Employee's service with the Corporation, he or she acquires material nonpublic information about another company, such as one of our customers or suppliers, or you learn that the Corporation is planning a major transaction with another company (such as an acquisition), the Employee is restricted from trading in the securities of the other company. REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE The Corporation, through the Board or the Audit Committee, is responsible for applying this Code to specific situations in which questions may arise and has the authority to interpret this Code in any particular situation. This Code is not intended to provide a comprehensive guideline for Senior Officers in relation to their business activities with the Corporation. Any Employee may seek clarification on the application of this Code from the Board or the Audit Committee. 4 <PAGE> Each Employee must: 1. notify the Corporation of any existing or potential violation of this Code, and failure to do so is itself a breach of the Code; and 2. not retaliate, directly or indirectly, or encourage others to do so, against any Employee for reports, made in good faith, of any misconduct or violations of the Code solely because that Employee raised a legitimate ethical issue. The Board or the Audit Committee will take all action it considers appropriate to investigate any breach of the Code reported to it. All Employees are required to cooperate fully with any such investigations and to provide truthful and accurate information. If the Board or the Audit Committee determines that a breach has occurred, it will take or authorize disciplinary or preventative action as it deems appropriate, after consultation with the Corporation's counsel if warranted, up to and including termination of employment. Where appropriate, the Corporation will not limit itself to disciplinary action but may pursue legal action against the offending Employee involved. In some cases, the Corporation may have a legal or ethical obligation to call violations to the attention of appropriate enforcement authorities. Compliance with the Code may be monitored by audits performed by the Board, Audit Committee, the Corporation's counsel and/or by the Corporation's outside auditors. All Employees are required to cooperate fully with any such audits and to provide truthful and accurate information. Any waiver of this Code for any Employee may be made only by the Board or the Audit Committee and will be promptly disclosed to stockholders and others, as required by applicable law. The Corporation must disclose changes to and waivers of the Code in accordance with applicable law. 5



EXHIBIT 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. SS 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dennis Petke, certify that: 1. I have reviewed this Annual Report on Form 10-K of American Paramount Gold Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: October 20, 2015 /s/ Dennis Petke ----------------------------------- Dennis Petke President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Dennis Petke, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 10-K of American Paramount Gold Corp. for the year ended August 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of American Paramount Gold Corp. Dated: October 20, 2015 /s/ Dennis Petke ----------------------------------- Dennis Petke President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to American Paramount Gold Corp. and will be retained by American Paramount Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.