10-Q/A 1 form10qa.htm AMENDMENT TO QUARTERLY REPORT FOR PERIOD ENDED NOVEMBER 30, 2010 All American Gold Corp.: Form 10-Q/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

This quarterly report on Form 10-Q/A is being filed to amend our quarterly report on Form 10-Q for the second quarter ended November 30, 2010 (the "Original Form 10-Q"), which was filed with the Securities and Exchange Commission on January 14, 2011. Accordingly, pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A contains complete text of the Original Form 10-Q, the cover page of which has been amended, as well as the current dated certifications from the Principal Executive Officer and the Principal Financial Officer.

The amendment contained herein amends information pertaining to our exploration properties in Nevada to conform to Industry Guide 7. We have not updated the information contained herein for events occurring subsequent to January 14, 2011, the filing date of the Original Form 10-Q.

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(the “Exchange Act”)

For the quarterly period ended November 30, 2010

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______ to _______

Commission file number: 000-54008

ALL AMERICAN GOLD CORP.
(formerly Osprey Ventures, Inc.)
(Exact name of small business issuer in its charter)

Wyoming 26-0665571
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
4839 North College Avenue, Indianapolis, Indiana 46205 N/A
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (317) 946-4653

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title of class)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]     No [   ]

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

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [   ] Accelerated filer                [   ]
Non-accelerated filer  [   ] Smaller reporting company [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 92,900,000 shares of Common Stock as of the date of this report. The aggregate market value of the of the voting stock held by non-affiliates of the issuer as of the date of this report was approximately $4,075,500 based on the last reported sales price on the OTC Bulletin Board on that date (symbol “AAGC”). We do not have any authorized, issued or outstanding non-voting common stock.

Transitional Small Business Format. Yes [   ]     No [X]

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


 

ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)

FINANCIAL STATEMENTS

For the quarter and six months ended November 30, 2010

 

 

BALANCE SHEETS AS OF NOVEMBER 30, 2010 (UNAUDITED), AND MAY 31, 2010.

 

STATEMENTS OF OPERATIONS FOR THE THREE- AND SIX-MONTH PERIODS ENDED NOVEMBER 30, 2010 (UNAUDITED), AND NOVEMBER 30, 2009 (UNAUDITED), AND THE PERIOD FROM MAY 17, 2006 (INCEPTION) TO NOVEMBER 30, 2010 (UNAUDITED).

 

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2010 (UNAUDITED).

 

STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2010 (UNAUDITED), AND NOVEMBER 30, 2009 (UNAUDITED), AND FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2010 (UNAUDITED).

 

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)

BALANCE SHEETS
AS OF NOVEMBER 30, 2010 (UNAUDITED), AND MAY 31, 2010

    November     May 31,   
    30, 2010      2010  
    (Unaudited)        
             
ASSETS            
             
CURRENT ASSETS            
     Cash $  30,864   $  8,926  
     Prepaid Expenses   1,000     1,200  
TOTAL ASSETS $  31,864   $  10,126  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)            
             
CURRENT LIABILITIES            
         Due to an officer and director $ 25,000   $ 20,000  
         Convertible note and interest   240,237     -  
       Accounts payable and accrued liabilities   2,775     3,626  
             
TOTAL LIABILITIES   268,012     23,626  
             
STOCKHOLDERS’ EQUITY (DEFICIT)            
     Capital stock (Note 7)            
       Authorized 
              800,000,000 shares of common stock, $0.001 par value, 
       Issued and outstanding 
              90,400,000 shares of common stock
  90,400     90,400  
     Additional paid-in capital   147,400     110,260  
     Deficit accumulated during the exploration stage   (473,948 )   (132,800 )
     Total stockholders’ equity (deficit)   (236,148 )   (13,500 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $  31,864   $  10,126  

Going Concern (Note 2)

Commitments – option on mineral property (Note 4)

The accompanying notes are an integral part of these financial statements


ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)

STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2010, AND NOVEMBER 30, 2009
AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2010
(Unaudited)

    Three Months     Three Months     Six Months     Six Months     May 17, 2006  
    Ended     Ended     Ended     Ended     (inception) to  
    November 30,     November 30,     November 30,     November 30,     November 30,  
    2010     2009     2010     2009     2010  
                               
REVENUE $  -   $  -   $  -   $  -   $  -  
                               
     Total revenue   -     -     -     -     -  
                               
EXPENSES                              
                               
Exploration mining property – China   -     -     -     -     20,000  
Exploration mining property - USA   -     -     302,359     -     302,359  
Bank charges   452     43     452     140     1,362  
Loss on currency exchange   -     (3 )   -     (3 )   777  
Interest expense – promissory note   249     191     501     553     2,145  
Interest expense – convertible note   3,237     -     3,237     -     3,237  
Contributed administrative support   -     -     -     -     300  
Consulting   -     -     -     -     15,000  
Office   1,436     3,150     1,436     3,150     13,683  
Organizational costs   -     -     -     -     300  
Professional fees   13,715     2,409     15,581     7,039     64,850  
Corporate services   1,000     -     1,000     -     6,000  
Public relations   3,348     -     3,348     -     4,138  
Registration and filing fees   9,785     1,084     10,828     1,204     17,752  
Management fees   -     1,935     -     3,871     7,977  
Transfer agent fees   1,622     -     2,122     -     8,097  
Travel and meals   284     -     284     -     5,971  
                               
Total expenses   35,128     8,809     341,148     15,954     473,948  
                               
NET LOSS FOR THE PERIOD $ (35,128 ) $  (8,809 ) $ (341,148 ) $  (15,954 ) $  (473,948 )
                               
BASIC AND DILUTED LOSS PER COMMON SHARE $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.00 )    
                               
WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING   90,400,000     72,000,000     90,400,000     72,000,000      

The accompanying notes are an integral part of these financial statements


ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2010 (UNAUDITED)

                            Deficit        
                            Accumulated        
                Additional     Share     During the        
    (Note 7)     Paid-in     Subscription     Exploration        
    Common Stock     Capital     Receivable     Stage     Total  
    Number of                                
    shares     Amount                          
Common stock issued for cash at $0.001 per share                        
- May 31, 2006 (note 3)   50,000,000    $ 50,000   $  -   $  -   $  -   $  50,000  
- Share Subscription receivable   -     -     -     (50,000 )   -     (50,000 )
Net loss for the period ended May 31, 2006   -     -     -     -     (300 )   (300 )
                                     
Balance, May 31, 2006   50,000,000     50,000     -     (50,000 )   (300 )   (300 )
                                     
Share Subscription Received   -     -     (45,000 )   50,000           5,000  
March 23, 2007, common stock - private placement ($0.01/ share) (note 6)   22,000,000     22,000     -     -     -     22,000  
Net loss for the year ended May 31, 2007   -     -     200     -     (12,102 )   (11,902 )
                                     
Balance May 31, 2007   72,000,000     72,000     (44,800 )   -     (12,402 )   14,798  
                                     
Contributed administrative support   -     -     100     -     -     100  
Net loss for the year ended May 31, 2009   -     -     -     -     (22,061 )   (22,061 )
                                     
Balance May 31, 2008   72,000,000     72,000     (44,700 )   -     (34,463 )   (7,163 )
                                     
Net loss for the year ended May 31, 2009   -     -     -     -     (21,286 )   (21,286 )
                                     
Balance May 31, 2009   72,000,000     72,000     (44,700 )   -     (55,749 )   (28,449 )
                                     
Common stock subscribed for cash at $0.05 per share under S-1 registration   18,400,000     18,400     73,600     -     -     92,000  
Net loss for the year ended May 31, 2010   -     -     -     -     (77,051 )   (77,051 )
                                     
Balance May 31, 2010   90,400,000     90,400     28,900     -     (132,800 )   (13,500 )
                                     
Net loss for the period ended November 30, 2010 (unaudited)   -     -     -     -     (341,148 )   (341,148 )
Nov. 10, 2010 – intrinsic value of beneficial conversion feature on convertible debenture (Note 8)   -     -     118,500     -     -     118,500  
                                     
Unaudited Balance November 30, 2010   90,400,000   $  90,400   $ 147,400   $  -   $  (473,948 ) $  (236,148 )

The accompanying notes are an integral part of these financial statements


ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2010, AND NOVEMBER 30, 2009,
AND FOR THE PERIOD FROM INCEPTION TO NOVEMBER 30, 2010
(Unaudited)

                Cumulative results of  
    Six Months     Six Months     operations May 17,  
    Ended     Ended     2006 (inception) to
    November 30, 2010     November 30, 2009     November 30, 2010  
                   
CASH FLOWS FROM OPERATING ACTIVITIES                  
   Net loss for the period $  (341,148 ) $  (15,954 ) $  (473,948 )
   Adjustments to reconcile net loss to net cash used in
      operating activities
           
       - contributed administrative expense   -     -     300  
       - accretion of interest on convertible notes   3,237     -     3,237  
   Changes in:                  
       - prepaid expenses   200     -     1,200  
       - due to a related party   -     3,871     -  
       - accounts payable and accrued liabilities   (851 )   (2,817 )   575  
                   
NET CASH USED IN OPERATING ACTIVITIES   (338,562 )   (14,900 )   (468,636 )
                   
CASH FLOWS FROM FINANCING ACTIVITIES                  
   Proceeds from issuance of common stock   -     46,000     119,000  
   Repayment of notes payable   -     (9,230 )   21,091  
   Proceeds from issuance of promissory note payable   5,000     50     46,091  
   Proceeds from convertible notes   355,500     -     355,500  
                   
NET CASH PROVIDED BY FINANCING ACTIVITIES   360,500     36,820     499,500  
                   
NET INCREASE (DECREASE) IN CASH   21,938     21,920     30,864  
                   
CASH, BEGINNING OF PERIOD   8,926     96     -  
                   
CASH, END OF PERIOD $ 30,864   $ 22,016   $  30,864  

The accompanying notes are an integral part of these financial statements


ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)

Notes to the Interim Financial Statements
November 30, 2010

NOTE 1: BASIS OF PRESENTATION

The condensed financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended May 31, 2010, as filed with the SEC on Form 10K and should be read in conjunction with the notes thereto. The Company is in the exploration stage. In April, 2007, the Company entered into an Option to Purchase and Royalty Agreement to acquire a 25% interest in a mining property with no known reserves, known as the Gao Feng property, in Jiangxi Province, east-central China (see Note 4)

On August 23, 2010, the Company entered into three agreements with TAC Gold Inc., a Canadian reporting issuer, in regards to the acquisition of certain property interests – (a) an option to acquire a 70% interest in a mineral exploration property called the “Belleville” property in Mineral County, Nevada; (b) an option to acquire a 35% interest in a mineral exploration property called the “Goldfield West” property in Esmeralda County, Nevada; and a right of first refusal on an additional exploration property called the “Iowa Canyon” property in Lander County, Nevada for period of 12 months (see Note 4).

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

The Company is considered an exploration stage company as it has not generated revenues from its operations.

NOTE 2 – GOING CONCERN

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.

The Company’s significant operating losses raise substantial doubt about the ability to continue as a going concern. Inherent in the Company’s business are various risks and uncertainties, including its limited operating history, historical operating losses, dependence upon strategic alliances, and the historical success rate of mineral exploration.

As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $473,048 for the period from May 17, 2006 (inception), to November 30, 2010, and has no revenue. The Company’s future success is primarily dependent upon the existence of gold or other precious minerals on properties for which the Company owns a working interest or an option to acquire an interest. No minerals have yet been discovered on the property. The Company’s success will also be dependent upon its ability to raise sufficient capital to fund its exploration programs and, if gold is discovered, to exploit the discovery on a timely and cost-effective basis.

NOTE 3 – RELATED PARTY TRANSACTIONS

Officers contributed administrative services to the Company for all periods to May 31, 2008. The time and effort was recorded in the accompanying financial statements based on the prevailing rates for such services, which equaled $50 per hour based on the level of services performed. The services are reported as contributed administrative support with a corresponding credit to additional paid-in capital. No contributed administrative costs have been incurred in the current year to date.


ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)

Notes to the Interim Financial Statements
November 30, 2010

NOTE 3 – RELATED PARTY TRANSACTIONS (continued)

In 2006, the Company issued a total of 50,000,000 shares of its restricted common stock to two directors (25,000,000 to each) for $5,000 ($0.0001/share) .

On September 13, 2008, the two founding directors resigned all positions with the Company and sold their shares to two new directors at cost.

On January 1, 2009, the Company entered into a Management Services Agreement with its then President and Director to provide certain financial and administrative management services for the Company at a rate of Hong Kong $5,000 (approximately US $645) per month for a one year period. The contract was fully paid in December, 2009 but was not renewed as a result of the lack of available funds from within operations.

In September 2010, a director advanced the Company $5,000; there are no specific terms of repayment.

NOTE 4 – OPTION ON MINERAL PROPERTY – UNPROVEN MINERAL INTERESTS

Gao Feng Gold Property – Jiangxi Province, China

In April, 2007 the Company entered into an Option to Purchase and Royalty Agreement, as amended May 15, 2010, to acquire a 25% interest in a mining property with no known reserves, in Jiangxi Province, China.

As at November 30, 2010, the Company had paid for its portion of the first phase of a planned two-phase exploration program in the amount of $20,000 (All American’s portion of a gross expenditure of $80,000).

Under the terms of the Option Agreement, the Company is required to:

  A.

Make option exploration expenditures as follows:


Exploration Expenditures Due Date
$20,000 May 31, 2010 (paid)
$40,000 May 31, 2011
$60,000  

  B.

Make annual payments of $25,000, commencing May 31, 2012, as long as the Company holds any interest in the claim as prepayment of the net smelter royalty.

     
  C.

Issue 1,000,000 shares of All American upon completion of a phase I exploration program as recommended by a geologist.

     
  D.

All American may acquire an additional 26% of the right, title and interest, by the payment of US $25,000 and by incurring an additional US $100,000 in exploration expenditures on the Property on or before May 31, 2013.

     
  E.

In addition to the above terms, the optionor is to retain a three percent net smelter royalty. All American has a right to purchase one-half of the Royalty by paying to the optionor the sum of US $500,000 per Royalty percentage point.

The field work for the first phase of the planned two-phase exploration program in the amount of $20,000 (All American’s portion of a planned gross expenditure on phase I of $80,000) was carried out between February 15 and March 3, 2010, to determine if there are commercially exploitable deposits of gold and silver. As at November 30, 2010, the Board of Directors of the Company continues to await the receipt of the engineering report on the first phase of exploration.


ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)

Notes to the Interim Financial Statements
November 30, 2010

NOTE 4 – OPTION ON MINERAL PROPERTY – UNPROVEN MINERAL INTERESTS (continued)

Mineral Property Interests – State of Nevada – U.S.A.

On August 23, 2010 we entered into three agreements with TAC Gold Inc., a Canadian reporting issuer, in regards to the acquisition of certain property interests. The interests that we have acquired are as follows:

  • An option to acquire a 70% interest in a mineral exploration property called the “Belleville” property in Mineral County, Nevada. TAC Gold has an underlying option agreement with Minquest Inc. for the acquisition of a 100% interest in the property (under which agreement Minquest has retained a 3% net smelter return royalty);

  • An option to acquire a 35% interest in a mineral exploration property called the “Goldfield West” property in Esmeralda County, Nevada. TAC Gold has an underlying option agreement with Minquest Inc. for the acquisition of a 100% interest in the property; and

  • A right of first refusal on an additional exploration property called the “Iowa Canyon” property in Lander County, Nevada for period of 12 months.

    Pursuant to the terms of the above noted option agreements, we have assumed the obligations of TAC Gold under their option agreements with Minquest. In regards to the option agreement for the Belleville property, that consists of:

  • Making payments in the aggregate amount of $190,000 in annual periodic payments ranging from $20,000 to $50,000, to the sixth anniversary of the underlying option agreement.

  • Incurring exploration expenditures in the aggregate amount of $1,420,000 in annual amounts ranging from $100,000 to $400,000, to the seventh anniversary of the underlying option agreement.

    In regards to the option agreement for the Goldfield West property, the assumed obligations consist of:

  • Making payments in the aggregate amount of $280,000 in annual periodic payments ranging from $30,000 to $70,000 to the seventh anniversary of the underlying option agreement.

  • Incurring exploration expenditures in the aggregate amount of $2,200,000 in annual amounts ranging from $200,000 to $500,000 to the seventh anniversary of the underlying option agreement.

    In addition, TAC Gold is required to make certain share issuances to Minquest under the terms of the option agreements between them (700,000 shares in regards to the Belleville property and 1,000,000 shares in regards to the Goldfield West Property, periodically over the terms of the agreements). We are obligated to reimburse TAC Gold in either cash for the fair market value of the TAC Gold shares that are issued to Minquest or in the issuance of the equivalent value of All American shares as have a market value equal to the amount of the payment then due. The common shares of TAC Gold are listed for trading on the Canadian National Stock Exchange.

    The schedule of payments, stock issuances & required property expenditures under the agreements is as follows

    GOLDFIELD – ALL AMERICAN 35% INTEREST

    All American must pay to TAC Gold $200,000 on date of execution (paid on September 14, 2010) and $100,000 by November 21, 2010 (paid November 24, 2010)


    ALL AMERICAN GOLD CORP
    (formerly Osprey Ventures, Inc.)
    (An Exploration Stage Company)

    Notes to the Interim Financial Statements
    November 30, 2010

    NOTE 4 – OPTION ON MINERAL PROPERTY – UNPROVEN MINERAL INTERESTS (continued)

    All American’s Portion 35% of TAC   35%
    Anniversary Date Payment Share Issuance Property Expenditure
           
    January 20, 2011 $7,000 TBD $70,000
    January 20, 2012 $10,500 TBD $70,000
    January 20, 2013 $10,500 TBD $87,500
    January 20, 2014 $14,000 TBD $105,000
    January 20, 2015 $14,000 TBD $122,500
    January 20, 2016 $17,500 TBD $140,000
    January 20, 2017 $24,500 TBD $175,000
           
    TOTALS $98,000   $770,000

    BELLEVILLE – ALL AMERICAN’S 70% INTEREST

    All American’s Portion 70%   70%
    Anniversary Date Payment Share Issuance Property Expenditure
           
    August 4, 2010 Paid by TAC TBD Paid by TAC
    August 4, 2011 $14,000 TBD $84,000
    August 4, 2012 $21,000 TBD $105,500
    August 4, 2013 $21,000 TBD $140,000
    August 4, 2014 $28,000 TBD $140,500
    August 4, 2015 $35,000 TBD $175,000
    August 4, 2016 $0 TBD $280,000
           
    TOTALS $133,000   $995,000

    NOTE 5 – RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

    In June 2009, ASC Topic “The FASB (Financial Accounting Standards Board Accounting Standards Codification(TM) and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162” was issued. This standard establishes the FASB Accounting Standards Codification(TM) (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with US GAAP. The Codification does not change current US GAAP, but is intended to simplify user access to all authoritative US GAAP by providing all the authoritative literature related to a particular topic in one place.

    The Codification was effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents were superseded. The Codification was effective in the second quarter of the year ending May 31, 2010, and accordingly, the Annual Report on Form 10-K for the year ended May 31, 2010, and all subsequent public filings will reference the Codification as the sole source of authoritative literature. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts.


    ALL AMERICAN GOLD CORP
    (formerly Osprey Ventures, Inc.)
    (An Exploration Stage Company)

    Notes to the Interim Financial Statements
    November 30, 2010

    NOTE 5 – RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS (Continued)

    Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout these consolidated financials have been updated for the Codification.

    In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

    In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds” which is effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2010, and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

    In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”) which requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

    In January 2010, FASB issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements” which amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

    In April 2009, the FASB issued ASC 805-10, “Accounting for Assets Acquired and Liabilities assumed in a Business Combination That Arise from Contingencies—an amendment of FASB Statement No. 141 (Revised December 2007), Business Combinations”. ASC 805-10 addresses application issues raised by preparers, auditors and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805-10 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after

    December 15, 2008. ASC 805-10 will have an impact on our accounting for any future acquisitions and its consolidated financial statements.

    In May 2009, ASC Topic 855, “Subsequent Events” was issued which established principles and requirements for evaluating and reporting subsequent events and distinguishes which subsequent events should be recognized in the financial statements versus which subsequent events should be disclosed in the financial statements and requires disclosure of the date through which subsequent events are evaluated by management. ASC Topic 855 was effective for interim periods ending after June 15, 2009 and applies prospectively. Because it impacts the disclosure requirements, not the accounting treatment for subsequent events, the adoption of ASC Topic 855 did not impact our consolidated results of operations or financial condition. See Note 8 for disclosures regarding our subsequent events.


    ALL AMERICAN GOLD CORP
    (formerly Osprey Ventures, Inc.)
    (An Exploration Stage Company)

    Notes to the Interim Financial Statements
    November 30, 2010

    NOTE 5 – RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS (Continued)

    In August 2009, the FASB issued ASU No. 2010-05, “Measuring Liabilities at Fair Value”, which provides additional guidance on how companies should measure liabilities at fair value under ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, an entity may use the quoted price of an identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be considered level 1 fair value measurements and was effective October 1, 2010. We would not expect it to have a material impact on the our consolidated results of operations or financial condition.

    Recently Issued Accounting Standards

    In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard was effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.

    In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard will become effective for the Company on January 1, 2011. The Company does not expect the impact of its adoption to be material to its financial statements.

    NOTE 6 – INCOME TAXES

    As of November 30, 2010, the Company had net operating loss carry forwards of approximately $473,948 that may be available to reduce future years’ taxable income and will expire beginning in 2027. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry-forwards.


    ALL AMERICAN GOLD CORP
    (formerly Osprey Ventures, Inc.)
    (An Exploration Stage Company)

    Notes to the Interim Financial Statements
    November 30, 2010

    NOTE 7 – CAPITAL STOCK

      a)

    Common Stock

           
     

    In 2006 the Company issued 50,000,000 of its common stock at a price of $0.001 per share for proceeds of $5,000. The offering was made pursuant to section 4(2) of the Securities Act.

           
     

    In 2007, the Company offered for sale 30,000,000 shares of its common stock at a price of $0.01 per share. The Company sold 22,000,000 shares for net proceeds of $22,000. The offering was made pursuant to Rule 903 of Regulation S of the Securities Act.

           
     

    In late 2008 and early 2009, the Company took receipt of $92,000 in payment for 18,400,000 shares of its common stock at a price of $0.005 per share issued under an S-1 registration statement dated September 5, 2008, which became effective on September 18, 2008. The shares were originally paid for by placees in Shanghai, China but the Board had significant issues opening corporate bank accounts in China for a foreign entity. As a result, most of the funds became stale dated by mid 2009. It took a length of time to establish new banking relationships, get the funds reissued for deposit in North America and deposit the funds into the banking system. On January 15, 2010, the Corporation issued treasury orders regarding the issuance of 18,400,000 shares that were sold under the S-1 registration statement.

           
      b)

    Stock Options

           
     

    The Company does not have a stock option plan and no options or rights to acquire options have been granted.

           
     

    On October 15, 2010 the Corporation undertook the following actions:

           
     
  • amended our Articles of Incorporation to change the name of Osprey Ventures, Inc. to “All American Gold Corp.” We refer to this action as the “name change”; and

           
     
  • amended our Articles of Incorporation to effect a 10-for-1 forward stock split of our issued and outstanding common stock. We refer to this action as the “forward stock split”; and

           
     
  • amended our Articles of Incorporation to increase our authorized number of shares of common stock from 200 million shares to 800 million shares of common stock. We refer to this action as the “authorized stock increase”.

    The corporate actions were been approved by our Board of Directors as a result of the company’s change of direction with the recent acquisition of certain mineral exploration properties in the United States.

    Readers of these financial statements are directed to the Subsequent Event section of the 10Q Report dated October 14, 2010, for further details and information in regards to the noted corporate actions and to our 14C Definitive Information Statement filed with the SEC on September 27, 2010 and our 8-K filing dated October 18, 2010.


    ALL AMERICAN GOLD CORP
    (formerly Osprey Ventures, Inc.)
    (An Exploration Stage Company)

    Notes to the Interim Financial Statements
    November 30, 2010

    NOTE 8 – CONVERTIBLE NOTES

    On November 10, 2010 the Company issued $355,500 in non-interest bearing convertible notes to a single creditor in exchange for cash proceeds used to make the payment due to TAC Gold under the Goldfields option agreement in the amount of $300,000 as well as $55,500 which was allocated to working capital. All or any portion of the amounts due under the convertible notes, which mature on August 23, 2015, may be converted at any time, at the option of the holder, into common shares of the Company at a conversion price of seventy five percent (75%) of the average closing bid prices for the ten trading days immediately preceding the date that the Company receives notice of conversion of the convertible notes. The creditor has agreed that in the event that the conversion of shares, resulting from the fair value of the stock at the time of the conversion, would cause All American to issue more shares than the then current capitalization allows, the creditor will not require that All American issue any additional shares in excess of the then current capitalization. In accordance with ASC 470-20, the Company determined that there was a beneficial conversion feature on the convertible notes with an intrinsic value of $118,500. The Company recorded $118,500 as additional paid-in capital and reduced the carrying value of the convertible notes to $237,000. The carrying values of the convertible notes are to be accreted over the term of the convertible notes up to their face value of $355,500.

    During the period ended November 30, 2010, the Company accreted interest of $3,237. As at November 30, 2010, the carrying value of the convertible notes totaled $240,237.

    The issuance of the convertible notes and the securities issuable upon conversion of the convertible notes was made pursuant to the exemption from registration requirements of Regulation S of the Securities Act. The creditors are not a U.S. persons (as that term is defined in Regulation S).

    NOTE 9 – SUBSEQUENT EVENTS

    Entry into a Material Definitive Agreement - On December 1, 2010, All American Gold Corp. entered into a consulting agreement with Brent Welke, for a term of 36 months, whereby Mr. Welke has agreed to provide the Company with various consulting services as president, secretary, treasurer, chief executive officer, chief financial officer and director of the Company. As compensation, the Company has agreed to issue 2,500,000 shares of the Company’s common stock and to pay Mr. Welke US$1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement.

    Appointment of Certain Officers and Directors; Departure of Certain Officers and Directors - On December 1, 2010, we accepted the resignation of Ma Cheng Ji who resigned as president, secretary, treasurer, chief executive officer and chief financial officer of the Company but who will remain as a member of the Company’s board of directors. Mr. Ma’s resignation was not the result of any disagreements with the Company regarding its operations, policies, practices or otherwise.

    As a result of Mr. Ma’s resignation, we appointed Brent Welke as president, chief executive officer secretary, treasurer, chief financial officer and a director of the Company.

    Regulation FD Disclosure - Effective December 8, 2010, our stock symbol changed from “OSPR” to “AAGC” to better reflect the new name of our company. The symbol change became effective with the Over-the-Counter Bulletin Board at the opening of trading on December 8, 2010 under the new stock symbol “AAGC”.

    There are no other subsequent events upon which to report. Subsequent events have been evaluated through the date of this financial report.


    2

    Item 2. Management’s Discussion and Analysis or Plan of Operation

    Cautionary Statement Regarding Forward-Looking Statements

    This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.

    In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risks” on page 5, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

    Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

    General Information

    Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

    As used in this annual report, the terms “we”, “us”, “our”, and “All American” mean All American Gold Corp., unless otherwise indicated.

    All American is an exploration stage company. There is no assurance that commercially viable mineral deposits exist on the properties that we have under option. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the properties is determined.

    Foreign Currency and Exchange Rates

    Dollar costs of All American’s property acquisition and planned exploration costs are in Chinese (Yuan) Renminbi (RMB) for its Chinese operations and in United States Dollars for our Nevada operations while management fees were paid in Hong Kong Dollars (HKD). For purposes of consistency and to express United States Dollars throughout this report, Chinese, including Hong Kong, currency has been converted into United States currency at the rate of US $1.00 being approximately equal to RMB 7.50 or RMB 1.00 being approximately equal to US $0.13 which is the approximate average exchange rate during recent months and which is consistent with the incorporated financial statements.

     

    THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING NOVEMBER 30, 2010, SHOULD BE READ IN CONJUNCTION WITH THE CORPORATION’S CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q AND IN OUR ANNUAL REPORT ON FORM 10K.



    3

    Overview

    We were incorporated in the State of Wyoming on May 17, 2006, as Osprey Ventures, Inc., changed our name to All American Gold Corp. on October 15, 2010 and established a fiscal year end of May 31. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at 4839 North College Avenue, Indianapolis, Indiana 46205. Our telephone number is (317) 748-7772. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, exploration stage company engaged in the search for gold and related minerals. There is no assurance that a commercially viable mineral deposit, a reserve, exists in our optioned properties or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.

    Mining Projects Under Option

    Gao Feng Gold Mining Property – Jiangxi, China

    On April 22, 2007, as amended on May 15, 2009, we optioned a 25 percent interest in a gold exploration and mining property referred to as the Gao Feng Gold Mining Property located in north-eastern Jiangxi Province, China by entering into an Option To Purchase And Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited Company, the beneficial owner of the property. The option allows us to acquire an interest in the property by making certain expenditures and carrying out certain exploration work.

    To date we have paid $20,000 as our portion of the phase I exploration program which was concluded on March 3, 2010. We have not spent any money on research and development activities. Information about the claims was presented to a former director for review without any contractual obligations. We must conduct exploration to determine if gold exists on the property and if any gold which is found can be economically extracted and profitably processed.

    Under the terms of the Option Agreement, the Company is required to:

      A.

    Make option exploration expenditures as follows:


    Exploration Expenditures Due Date
    $20,000 May 31, 2010 (paid)
    $40,000 May 31, 2011 – work program to be determined from phase I engineering report
    $60,000  

      B.

    Make annual payments of $25,000, commencing May 31, 2012, as long as the Company holds any interest in the claim as prepayment of the net smelter royalty.

         
      C.

    Issue 1,000,000 shares of Osprey Ventures, Inc. upon completion of a phase I exploration program as recommended by a geologist.

         
      D.

    Osprey may acquire an additional 26% of the right, title and interest, by the payment of US $25,000 and by incurring an additional US $100,000 in exploration expenditures on the Property on or before May 31, 2013.

         
      E.

    In addition to the above terms, the optionor is to retain a three percent net smelter royalty. Osprey has a right to purchase one-half of the Royalty by paying to the optionor the sum of US $500,000 per Royalty percentage point.

    The field work for the first phase of the planned two-phase exploration program in the amount of $20,000 (All American’s portion of a planned gross expenditure on phase I of $80,000) was carried out between February 15 and March 3, 2010, to determine if there are commercially exploitable deposits of gold and silver. As at November 30, 2010, the Board of Directors of the Company continues to await the receipt of the engineering report on the first phase of exploration.

    The reader of this Report is directed to our Form 10-K/A Report for May 31, 2010, dated January 6, 2011, and our S-1 registration statement dated September 05, 2008, for further discussion of the property, maps, mineral exploration in China, geology and other, more detailed, background information on the optioned property.


    4

    Mineral Property Interests – State of Nevada – U.S.A. (with TAC Gold and Minquest)

    On August 23, 2010, we entered into three agreements with TAC Gold Inc., a Canadian reporting issuer, in regards to the acquisition of certain property interests. The interests that we have acquired are as follows:

    • An option to acquire a 70% interest in a mineral exploration property called the “Belleville” property in Mineral County, Nevada. TAC Gold has an underlying option agreement with Minquest Inc. for the acquisition of a 100% interest in the property (under which agreement Minquest has retained a 3% net smelter return royalty);
    • An option to acquire a 35% interest in a mineral exploration property called the “Goldfield West” property in Esmeralda County, Nevada. TAC Gold has an underlying option agreement with Minquest Inc. for the acquisition of a 100% interest in the property; and
    • A right of first refusal on an additional exploration property called the “Iowa Canyon” property in Lander County, Nevada for period of 12 months.

    A map of the overall locations of the three optioned properties follows:


    Belleville Property - Mineral County, Nevada

    Figure 2 – General Location Map of the Belleville Property – Mineral County, Nevada

    Pursuant to the terms of the option agreement, we have assumed the obligations of TAC Gold under their agreement with Minquest which consists of:

    • Making payments in the aggregate amount of $170,000 in annual periodic payments ranging from $20,000 to $50,000, to the sixth anniversary of the underlying option agreement.
    • Incurring exploration expenditures in the aggregate amount of $1,320,000 in annual amounts ranging from $120,000 to $400,000, to the seventh anniversary of the underlying option agreement.

    In addition, TAC Gold is required to make certain share issuances to Minquest under the terms of the option agreements between them (700,000 shares in regards to the Belleville property periodically over the terms of the agreement). We are obligated to reimburse TAC Gold in either cash for the fair market value of the TAC Gold shares that are issued to Minquest or in the issuance of the equivalent value of All American shares as have a market value equal to the amount of the payment then due. The common shares of TAC Gold are listed for trading on the Canadian National Stock Exchange.


    5

    The schedule of payments, stock issuances & required property expenditures to be incurred by All American under the Belleville agreement is as follows

    All American’s Portion      
    Anniversary Date Payment Share Issuance Property Expenditure
           
    August 4, 2010 Paid by TAC TBD Paid by TAC
    August 4, 2011 $20,000 TBD $120,000
    August 4, 2012 $30,000 TBD $150,000
    August 4, 2013 $30,000 TBD $200,000
    August 4, 2014 $40,000 TBD $200,000
    August 4, 2015 $50,000 TBD $250,000
    August 4, 2016 $0 TBD $400,000
           
    TOTALS $170,000   $1,320,000

    The Belleville Project is approximately 175 miles southeast of Reno, Nevada and approximately 250 miles northwest of Las Vegas, Nevada, which is comprised of 34 unpatented mining claims spanning 680 acres.

    Exposed rocks at Belleville are meta-sediments and meta-volcanics of the Triassic Excelsior formation. Also exposed on the property is a granite intrusion of late Mesozoic age. Several old pits and adits are developed along two semi-parallel shears in the Excelsior package. These shears contain quartz veins, stockworks and varying amounts of iron and copper minerals. Rock chip samples from these workings have revealed as much as 53 parts per million (ppm) gold.

    To date, exploration efforts at Belleville have consisted of a mapping and sampling program, geophysical surveys, and a limited reverse circulation program in 2009. Three potential drilling targets have been identified at the Belleville Project, one of which is the set of gold bearing shear zones described above. The second drilling target is a geophysical anomaly indicating the apparent extension of the mineralized shears under pediment. Belleville's third target occurs at the intersection of the mineralized structures with a major lithologic contact.

    We plan on reviewing the results of the past drilling and exploration programs but have so far identified an additional three potential drilling targets in of which will be located in the set of gold bearing zones described above. The second drill target is a geophysical anomaly indicating the apparent extension of the mineralized shears under pediment. The third target occurs at the intersection of the mineralized structures with a major lithologic contact. Drilling is planned for a later in 2011 but a specific date has, as yet, not been determined. We are working with TAC Gold and their JV partner Minquest on the development of a time line for the drilling program.

    Goldfields West Property, Esmeralda County, Nevada

    Figure 3 – General Location Map & Drilling Pan - Goldfields West Property – Esmeralda County, Nevada

    In regards to the option agreement for the Goldfields West property, the assumed obligations consisting of:

    • Making payments in the aggregate amount of $280,000 in annual periodic payments ranging from $30,000 to $70,000, to the seventh anniversary of the underlying option agreement.
    • Incurring exploration expenditures in the aggregate amount of $2,200,000 in annual amounts ranging from $200,000 to $500,000, to the seventh anniversary of the underlying option agreement.

    6

    In addition, TAC Gold is required to make certain share issuances to Minquest under the terms of the option agreement between them (1,000,000 shares in regards to the Goldfield West Property, periodically over the terms of the agreements). We are obligated to reimburse TAC Gold in either cash for the fair market value of the TAC Gold shares that are issued to Minquest or in the issuance of the equivalent value of All American shares as have a market value equal to the amount of the payment then due. The common shares of TAC Gold are listed for trading on the Canadian National Stock Exchange.

    The schedule of payments, stock issuances & required property expenditures to be incurred by All American under the Goldfields West agreement is as follows:

    • All American must pay to TAC Gold $200,000 on the date of execution (paid on September 14, 2010) and $100,000 by November 21, 2010 (paid on November 24, 2010)
    All American’s Portion 35% of TAC   35%
    Anniversary Date Payment Share Issuance Property Expenditure
           
    January 20, 2011 $7,000 TBD $70,000
    January 20, 2012 $10,500 TBD $70,000
    January 20, 2013 $10,500 TBD $87,500
    January 20, 2014 $14,000 TBD $105,000
    January 20, 2015 $14,000 TBD $122,500
    January 20, 2016 $17,500 TBD $140,000
    January 20, 2017 $24,500 TBD $175,000
           
    TOTALS $98,000   $770,000

    The Goldfield West property is an advanced exploration property with defined targets comprised of 105 unpatented mining claims covering a total of 850 hectares or 2100 acres. It is approximately 3.5 hours Northwest of Las Vegas, Nevada by car and approximately 3 miles west of the town of Goldfield and is easily accessed via well graded dirt roads.

    Geologically, the Goldfield West property encompasses an area of Tertiary volcanic and volcanoclastic rocks. The USGS and several mineral exploration companies hypothesize that the western edge of a caldera rim runs through the property. The data compiled from drilling results and a wealth of information gathered through geological mapping, geochemical sampling and geophysical surveys have identified three distinct targets over a strike length of 3.5 miles.

    TAC has commenced drilling on both the Nevada Eagle (northern) site and the South targets and has drilled one deep hole into each target. These two holes consist of RC drilling to a depth of approximately 700 feet and then core drilling to a depth of 1200 to 1500 feet'. Drill results for both these campaigns will be released shortly and will help to define favourable host stratigraphy as well as further zero in on gold-bearing structures.


    7

    Goldfield West has been permitted for a total of 21 holes and drilling will continue in order to further define the overall potential of the property. Once the results of the above noted drill holes assays have been released and we have further opportunity to study their implications further exploration work will be scheduled for the project in concert with TAC Gold and Minquest.

    Iowa Canyon Property

    We hold a right of first refusal on an additional exploration property called the “Iowa Canyon” property in Lander County, Nevada through to August 23, 2011.The Iowa Canyon property represents a nearly untested exploration opportunity. Recent exploration efforts have discovered multiple episodes of precious metals mineralization over a district-wide scale. Gold is hosted in a variety of rock types including silicified Tertiary volcanic and volcanoclastic sediments, quartz veins, quartz stockwork zones, carbon-rich Paleozoic sediments, and as jasperoid replacements of lower plate calcareous sediments.

    This Project represents a high-quality exploration opportunity. Gold and silver mineralization is found in upper and lower plate rocks, hypabyssal dikes or sills, and within Tertiary volcanics and volcanoclastics.

    The lower plate Hanson Creek Formation, a favorable host rock for Carlin style mineralization, has been identified in outcrop as well as drilling on the north, east and west portions of the Iowa Canyon Property.


    8

    Plans for the property have not yet been concluded and we will not formulate specific plans until we have had the opportunity to fully review all the available information on the property.

    Our Proposed Exploration Program – Plan of Operation

    Gao Feng Property – Jiujiang, China

    Our business plan is to proceed with the evaluation of initial exploration of the Gao Feng property of which the field work was carried out between February 15 and March 3, 2010, to determine if there are commercially exploitable deposits of gold and silver. We and Jiujiang retained the services of the Jiujiang Geological Engineering Group Company, Gao Fenglin, Senior Engineer, and C. Wong, Senior Engineer, to carry out the first phase of the work program; we will assess the results of the program upon receipt of the report which is expected imminently. Gao Fenglin previously had recommended a two-phase exploration program to properly evaluate the potential of the property. Such exploration will determine if gold exists on the property and if any gold which is found can be economically extracted and profitably processed.

    We do not claim to have any ores or reserves whatsoever at this time on our optioned properties.

    Nevada Projects – Belleville, Goldfields West and Iowa Canyon

    In regards to the Nevada options, we are planning on financing our immediately required expenditures through a convertible debenture and future financial requirements through a combination of equity financing, loans and other debt instruments. Our first priority will be to the Belleville Property. Tac Gold will be acting as operator on the project.

    We do not claim to have any ores or reserves whatsoever at this time on our optioned properties.

    Belleville Property - Mineral County, Nevada

    We plan on reviewing the results of the past drilling and exploration programs but have so far identified an additional three potential drilling targets which will be located in the set of gold bearing zones described above. The second drill target is a geophysical anomaly indicating the apparent extension of the mineralized shears under pediment. The third target occurs at the intersection of the mineralized structures with a major lithologic contact. Drilling is planned for later in 2011 but a specific date has, as yet, not been determined.

    Goldfields West Property, Esmeralda County, Nevada

    Goldfield West has been permitted for a total of 21 holes and drilling will continue in order to further define the overall potential of the property. Once the results of the above noted drill holes assays have been released and we have further opportunity to study their implications further exploration work will be scheduled for the project in concert with TAC Gold, the operator, and Minquest.

    Iowa Canyon Property – Lander County, Nevada

    To date, the property has seen reasonable advances in defining surface targets based on geochemistry and geologic mapping. We believe the Iowa Canyon Property is in need of an aggressive exploration program and are dedicated to pursuing a campaign that fully exploits the rich potential of the property's underlying opportunity. Plans for the property have not yet been concluded and we will not formulate specific plans until we have had the opportunity to fully review all the available information on the property.

    Employees

    Initially, we intend to use the services of subcontractors on an as needed basis for exploration work on our claims and an engineer or geologist to manage the exploration program. Our only employees will be Brent Welke, our senior officer and director and Ma Cheng Ji, a director.


    9

    At present, we have no employees, other than Messrs. Welke and Ma.

    On January 01, 2009, we entered into a Management Services Agreement with Yiu Yeung Lung James, our former President and a director, to provide certain financial and administrative management services for the Company at a rate of Hong Kong $5,000 per month for a one year period (approximately US $650 per month). On December 31, 2009, Mr. Yiu elected not to renew the agreement as the result of our inability to generate the cash flow required. On July 22, 2010, the Board of Directors accepted the resignation of Mr. Yiu as director and officer of the Corporation. He is involved in other business ventures which did not allow adequate time to devote to the affairs of the Corporation’s business plan which precipitated his resignation. Mr. Ma does not have an employment agreement with us.

    On December 1, 2010, we entered into a consulting agreement with Brent Welke, for a term of 36 months, whereby Mr. Welke has agreed to provide the Company with various consulting services as president, secretary, treasurer, chief executive officer, chief financial officer and act as a director of the Company. As compensation, the Company has agreed to pay him US$1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement and to issue 2,500,000 shares of the Company’s common stock.

    We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to employees.

    Offices

    Our offices are located at 4839 North College Avenue, Indianapolis, Indiana 46205. Currently, these facilities are provided to us by Mr. Brent Welke, a director and our President, without charge, but such arrangement may be cancelled at anytime without notice. Specific direct expenses incurred such as telephone and secretarial services are charged at cost on a quarterly basis.

    Risks

    At present we do not know whether or not the properties contain commercially exploitable reserves of gold or any other valuable mineral. Also, the proposed expenditures to be made by us in exploration may not result in the discovery of commercial quantities of ore. Problems such as unusual or unexpected formations and other unanticipated conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

    In order to complete future phases of exploration we will need to raise additional funding. Even if the first phases of our exploration program are deemed to be successful there is no guarantee that we will be able to raise any additional capital in order to finance future operations.

    Even if our exploration programs are successful we may not be able to obtain commercial production. If our exploration is successful and commercial quantities of ore are discovered we will require a significant amount of additional funds to place any given property into commercial production.

    Results of Operations

    All American was incorporated as Osprey Ventures, Inc. on May 17, 2006, and changed its name to All American Gold Corp on October 15, 2010; comparative periods for the quarters ended November 30, 2010, and November 30, 2009, and from May 17, 2006 (inception), through November 30, 2010, are presented in the following discussion.


    10

    Since inception, we have used our common stock, an advance from a related party, promissory notes from related parties and or convertible debentures to raise money for our optioned acquisitions and for corporate expenses. Net cash provided by financing activities (less offering costs) from inception on May 17, 2006, to November 30, 2010, was $499,500 as a result of proceeds received from sales of our common stock ($119,000) an advance from a director ($20,000 excluding interest payable) and a convertible debenture ($355,500).

    The Corporation did not generate any revenues from operations for the quarter ended November 30, 2010. To date, we have not generated any revenues from our mineral exploration business.

    REVENUES

    REVENUE – Gross revenue for the quarters ended November 30, 2010 and November 30, 2009, was $0.

    COMMON STOCK –Net cash provided by equity financing activities during the three month period was $0 (nil). For the same period in 2009, the amount was $46,000 from the proceeds of the sale of 920,000 shares of common stock issued under our S-1 registration statement and for the period from inception on May 17, 2006, through to and including November 30, 2010, the amount was $119,000 provided by the sale of common stock in 2006 and 2009. No options or warrants were issued to issue shares at a later date in the quarter.

    EXPENSES

        3 Months     3 Months     6 Months     6 Months     May 17, 2006  
        End     End     End     End     (inception) to  
        November     November     November     November     November 30,  
        30, 2010     30, 2009     30, 2010     30, 2009     2010  
      $  -   $  -   $  -   $  -   $  -  
    Exploration mining property – China   -     -     -     -     20,000  
    Exploration mining property - USA   -     -     302,359     -     302,359  
    Bank charges   452     43     452     140     1,362  
    Loss on currency exchange   -     (3 )   -     (3 )   777  
    Interest expense – promissory note   249     191     501     553     2,145  
    Interest expense – convertible note   3,237     -     3,237     -     3,237  
    Contributed administrative support   -     -     -     -     300  
    Consulting   -     -     -     -     15,000  
    Office   1,436     3,150     1,436     3,150     13,683  
    Organizational costs   -     -     -     -     300  
    Professional fees   13,715     2,409     15,581     7,039     64,850  
    Corporate services   1,000     -     1,000     -     6,000  
    Public relations   3,348     -     3,348     -     4,138  
    Registration and filing fees   9,785     1,084     10,828     1,204     17,752  
    Management fees   -     1,935     -     3,871     7,977  
    Transfer agent fees   1,622     -     2,122     -     8,097  
    Travel and meals   284     -     284     -     5,971  
                                   
    Total expenses   35,128     8,809     341,148     15,954     473,948  
                                   
       NET LOSS FOR THE PERIOD $  (35,128 ) $  (8,809 ) $  (341,148 ) $  (15,954 ) $  (473,948 )

    SUMMARY – Total expenses were $35,128 in the quarter ended November 30, 2010, and $8,809 for the similar period in 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $341,148 and $15,954 respectively. A total of $473,948 in expenses has been incurred since inception on May 17, 2006, through November 30, 2010. These costs have and will vary from quarter to quarter based on the level of general corporate activity, exploration operations and capital raising and increased significantly in the six month period under discussion as a result of our entering into option agreements to obtain new exploration properties in the United States. Costs can be further subdivided into:


    11

    BANK CHARGES: All American incurred $452 in bank or related fees for the quarter ended on November 30, 2010, and $43 for the similar period in 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $452 and $140 respectively. From inception on May 17, 2006, we have incurred a total of $1,362 in bank charges. This cost category should generally have little variance between quarters.

    LOSS ON CURRENCY EXCHANGE: All American incurred no costs or gains in currency exchange in the quarter ended on November 30, 2010, and gained $3 for the similar quarter in 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $0 (nil) and a gain of $3 respectively. From inception on May 17, 2006, to November 30, 2010, we have incurred a total of $777 in losses on currency exchange.

    INTEREST EXPENSE ON PROMISSORY NOTE AND LINES OF CREDIT: On April 16, 2010, a director, through a wholly owned corporation loaned $20,000 to All American in the form of a promissory note which bears interest at the rate of 5% and is due and payable on April 30, 2011; in the current quarter he added $5,000 to that note yielding a total payable under the note of $25,000 at the end of the current quarter. During the quarter we incurred $249 for the interest due on the advance. During the similar period in 2009 there were $191 in such charges or accruals. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $501 and $553 respectively. From inception on May 17, 2006, we have incurred a total of $2,145 in interest payable on advances. In the future this cost category will change based on whether there are advances or loans from related parties.

    INTEREST EXPENSE ON CONVERTIBLE NOTE: On November 10, 2010 the Company issued $355,500 in non-interest bearing convertible notes to a single creditor in exchange for cash proceeds used to make the payment due to TAC Gold under the Goldfields option agreement in the amount of $300,000 as well as $55,500 which was allocated to working capital. All or any portion of the amounts due under the convertible notes, which mature on August 23, 2015, may be converted at any time, at the option of the holder, into common shares of the Company at a conversion price of seventy five percent (75%) of the average closing bid prices for the ten trading days immediately preceding the date that the Company receives notice of conversion of the convertible notes. In accordance with ASC 470-20, the Company determined that there was a beneficial conversion feature on the convertible notes with an intrinsic value of $118,500. The Company recorded $118,500 as additional paid-in capital and reduced the carrying value of the convertible notes to $237,000. The carrying values of the convertible notes are to be accreted over the term of the convertible notes up to their face value of $355,500. During the period ended November 30, 2010, the Company accreted interest of $3,237; there were no similar charges or accretions in the past. As at November 30, 2010, the carrying value of the convertible notes totaled $240,237.During the quarter we incurred $249 for the interest due on the advance. From inception on May 17, 2006, we have incurred a total of $3,237 in interest accretable on such notes. In the future this cost category will change based on whether there are such advances from related or arms length parties.

    CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses (for contributed administrative costs) were incurred for the quarters ended November 30, 2010, and 2009. A total of $300 has been incurred in the period from inception on May 17, 2006, to November 30, 2010. All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital.

    CONSULTING FEES: We did not incur any consulting fees for the quarters ended November 30, 2010 or 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were also $0 (nil) respectively. For the period May 17, 2006 (inception), through May 31, 2009, $15,000 was recorded for such costs. This category will vary from year to year dependent on corporate capital raising and potential acquisition activities.

    OFFICE EXPENSES: $1,436 in office expenses were incurred in the quarters ended November 30, 2010, and $3,150 in the similar period in 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $1,436 and $3,150 respectively. For the period May 17, 2006 (inception), through November 30, 2010, a total of $13,683 has been spent on office related expenses. Cost items included encompass telephone, facsimile, courier, photocopying, postage, website design and operation and general office expenses and services. This category will vary based on overall business activity as well as financing activities.


    12

    ORGANIZATIONAL COSTS: No charges for organizational costs were incurred for the quarters ended on November 30, 2010, and 2009. From inception to May 17, 2006, we have incurred a total of $300 in organizational expenses. We expect infrequent charges.

    PROFESSIONAL FEES: All American incurred $13,715 in professional fees for the quarter ended on November 30, 2010, and $2,409 for the 2009 period. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $15,581 and $7,039 respectively. From inception on May 17, 2006, we have incurred a total of $64,850 in professional fees mainly spent on legal and accounting matters. This cost category will vary in spending depending on legal, accounting and new business activities.

    CORPORATE SERVICES: All American incurred $1,000 in corporate service fees for the quarter ended on November 30, 2010, and $0 (nil) in the similar quarter in 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $1,000 and $0 (nil) respectively. From inception on May 17, 2006, we have incurred a total of $6,000 in corporate service fees.

    PUBLIC RELATIONS: All American incurred $3,348 in public relations and related costs for the quarters ended on November 30, 2010, and $0 (nil) for the similar period in 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $3,348 and $0 (nil) respectively. From inception on May 17, 2006, we have incurred a total of $4,138 in public relations fees.

    REGISTRATION AND FILING FEES: All American incurred $9,785 in registration and filing fee expenses for the quarter ended on November 30, 2010, and $1,084 for the similar period in 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $10,828 and $1,204 respectively. From inception on May 17, 2006, we have incurred a total of $17,752 in registration and filing fees. This cost category will vary depending on the capital raising activities of the Corporation but otherwise consists of the cost of filing our annual, quarterly reports and general meeting information on EDGAR.

    MANAGEMENT FEES AND COMPENSATION: On January 1, 2009, we entered into a management services agreement with James Yiu, our former senior officer and director to manage the affairs of All American through the payment of HK $5,000 per month (approximately US $645). No management fee costs were incurred in the current quarter while $1,935 was incurred for the quarter ended November 30, 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $0 (nil) and $3,871 respectively. For the period May 17, 2006 (inception), through May 31, 2010, All American has incurred $7,977 on such expenses. On December 31, 2009, Mr. Yiu elected not to renew the agreement as the result of our inability to generate the cash flow required to sustain such an expense.

    TRANSFER AGENT FEES: $1,622 was spent on transfer agent costs and attendant expenses in the quarter ended November 30, 2010, while $0 (nil) was spent in the similar period of 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $2,122 and $0 (nil) respectively. For the period May 17, 2006 (inception), through May 31, 2010, a total of $8,097 has been spent on transfer agent expenses.

    RESOURCE PROPERTY EXPLORATION EXPENSES - CHINA: All American did not incur any costs in regards to the Gao Feng property in China during the current quarter or the similar period in 2009 or in the six month periods ended November 30, 2010, and 2009. For the period May 17, 2006 (inception) through May 31, 2010, All American has incurred $20,000 in total on expenses in the exploration and holding of our optioned mineral property in China. This category will vary based on overall exploration activity.


    13

    GOLDFIELD WEST OPTION EXPLORATION AND ACQUISITION EXPENSES: $0 (nil) was paid in the current period as part of the exploration and filing expenses of the Goldfield West acquisition in Nevada and no such costs were expended in the similar quarter ended November 30, 2009. We incurred $302,359 in acquisition and exploration costs on the property in the six months ended November 30, 2010 with no such expenditures in the similar period in 2009. For the period May 17, 2006 (inception) through May 31, 2010, All American has incurred $302,359 in total on expenses in the acquisition of the option on the Goldfields West property.

    BELLEVILLE and IOWA CANYON EXPLORATION AND ACQUISITION EXPENSES: $0 (nil) was paid in the current period as part of the exploration or acquisition expenses of either of the Belleville or Iowa Canyon acquisitions in Nevada and no such costs were expended in the similar quarter ended November 30, 2009. We incurred $0 (nil) in acquisition and exploration costs on the properties in the six months ended November 30, 2010, with no such expenditures in the similar period in 2009. For the period May 17, 2006 (inception) through May 31, 2010, All American has incurred $0 (nil) in total on expenses in the acquisition of the option or the exploration of the Belleville or Iowa Canyon properties.

    TRAVEL AND MEAL EXPENSES: $284 was spent in travel and meal costs in the quarter ended on November 30, 2010, and $0 (nil) was spent in the similar quarter of 2009. For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $284 and $0 (nil) respectively. For the period May 17, 2006 (inception), through November 30, 2010, a total of $5,971 has been spent on travel and meal expenses.

    NET CASH USED IN OPERATING ACTIVITIES: For the six month periods ended November 30, 2010, and November 30, 2009, the comparative values were $338,562 and $14,900 respectively. A total of $468,636 in net cash has been used for the period from inception on May 17, 2006, to November 30, 2010.

    INCOME TAX PROVISION: As a result of operating losses, there has been no provision for the payment of income taxes to date in 2009 – 2010 or from the date of inception.

    All American continues to carefully control its expenses and overall costs as it moves forward with the development of its business plan. We do not have any employees and engage personnel through outside consulting contracts or agreements or other such arrangements, including for legal, accounting and technical consultants.

    Plan of Operation

    All American believes we can satisfy our cash requirements for the current fiscal year end of May 31, 2011, with the proceeds of advances made by our officers and directors and the convertible debenture. As of November 30, 2010, we had a negative working capital in the amount of $236,148.

    For the balance of the current fiscal year to May 31, 2011, we will concentrate our efforts on a review of the phase I work on the Gao Feng property and the exploration of the Belleville and Goldfield West properties. Following industry trends and demands we are also considering the acquisition of other properties and projects of merit. A public offering would be needed during a subsequent period to do so.

    If it turns out that we have not raised enough money to complete our exploration programs, we will try to raise the funds from a second public offering, a private placement, loans or the establishment of a joint venture whereby a third party would pay the costs associated and we would retain a carried interest. At the present time, we have not made any plans to raise additional funds and there is no assurance that we would be able to raise money in the future.

    We do not expect any changes or more hiring of employees since contracts are given on an as needed basis to consultants and sub-contractor specialists in specific fields of expertise for the exploration works.

    Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2010 – 2011. Management projects that we may require up to $400,000 to fund ongoing operating expenses and working capital requirements for the next twelve months, broken down as follows:


    14

    Operating expenses $ 50,000  
    Phase II exploration – Gao Feng   50,000  
    Goldfields West costs   100,000  
    Belleville exploration   100,000  
    Iowa Canyon costs   50,000  
    Working Capital   50,000  
    Total $ 400,000  

    As at November 30, 2010, we had a working capital deficit of $236,148. We do not anticipate that we will be able to satisfy any of these funding requirements internally until we significantly increase our revenues.

    Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2010, our independent public accountants included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional notes describing the circumstances that lead to this disclosure by our independent auditors.

    There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

    There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it could be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet obligations as they become due.

    Liquidity and Capital Resources

    For the quarter ended November 30, 2010, we have yet to generate any revenues from operations.

    Since inception, we have used our common stock, advances from related parties, convertible debentures and lines of credit to raise money for our optioned acquisitions and for corporate expenses. Net cash provided by financing activities from inception on May 17, 2006, to November 30, 2010, was $499,500 as a result of gross proceeds received from sales of our common stock (less offering costs) ($119,000), an advance in the form of a promissory note from a related party ($25,000) and a convertible debenture in the amount of $355,500.

    We issued 5,000,000 shares of common stock through a Section 4(2) offering in May, 2006 for cash consideration of $5,000. We issued 2,200,000 shares of common stock through a Rule 903 Regulation S offering in April, 2007 for cash consideration of $22,000 to a total of 8 placees. In the quarter under review we did not issue any shares of common stock.

    As of November 30, 2010, our total assets consisted entirely of cash and prepaid expenses in the amount of $30,864 and $1,000 in prepaid expenses while our total liabilities were $268,012. Working capital stood at negative $236,148.

    For the quarter ended November 30, 2010, the net loss was $35,128 ($0.00 per share) while for November 30, 2009, the net loss was $8,809 ($0.00 per share). The loss per share was based on a weighted average of 90,400,000 common shares outstanding for the current quarter and 72,000,000 for the quarter ended November 30, 2009. The net loss from May 17, 2006 (inception), to November 30, 2010, is $473,948.


    15

    Inflation / Currency Fluctuations

    Inflation has not been a factor during the recent quarter ended November 30, 2010. Inflation is moderately higher than it was during 2009 but the actual rate of inflation is not material and is not considered a factor in our contemplated capital expenditure program.

    Item 3. Quantitative and Qualitative Disclosures About Market Risk

    None.

    Item 4. Controls and Procedures

    (a)

    Evaluation of Disclosure Controls and Procedures.

       

    We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

       

    Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

       
    (b)

    Changes in Internal Controls.

       

    During the quarter ended November 30, 2010, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

    PART II – OTHER INFORMATION

    Item 1. Legal Proceedings

    The Corporation is and has not been party to any legal proceedings in the preceeding quarter.

    Item 2. Changes in Securities

    All American had 92,900,000 shares of common stock issued and outstanding as of the date of this report. Of these shares, approximately 52,500,000 shares are held by affiliates of the Corporation; none of those shares can be resold in compliance with the limitations of Rule 144 as adopted by the Securities Act of 1933.

    In general, under Rule 144, a person who has beneficially owned shares privately acquired directly or indirectly from us or from one of our affiliates, for at least one year, or who is an affiliate, is entitled to sell, within any three-month period, a number of shares that do not exceed the greater of 1% of the then outstanding shares or the average weekly trading volume in our shares during the four calendar weeks immediately preceding such sale. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us. A person who is not deemed to have been an affiliate at any time during the 90 days preceding the sale, and who has beneficially owned restricted shares for at least two years, is entitled to sell all such shares under Rule 144 without regard to the volume limitations, current public information requirements, manner of sale provisions or notice requirements.


    16

    The issuances discussed under this section are exempted from registration under Section 4(2) of the Securities Act. All purchasers of our securities acquired the shares for investment purposes only and all stock certificates reflect the appropriate legends as appropriate. No underwriters were involved in connection with the sale of securities referred to in this report.

    Item 3. Submission of Matters to a Vote of Security Holders

    The Corporation held its annual general meeting of shareholders on November 25, 2010 in Hong Kong. At that meeting the shareholders elected Mr. Ma Cheng Ji as a director, ratified the appointment of M&K CPAs P.L.L.C., as independent accountants and auditors of the Corporation for the financial year ended May 31, 2011 and received the financial statements of the Corporation for its financial year ended May 31, 2010, together with the report of the independent auditors thereon. No other matter has been submitted to a vote of security holders during the preceeding quarter or six month period.

    Item 4. Other Information

    Use of Proceeds

    Net cash provided by financing activities from inception on May 17, 2006, to November 30, 2010, was $499,500 as a result of proceeds received from sales of our common stock, an advance from a related party and lines of credit & promissory notes. During that same period, the following table indicates how the proceeds have been spent to date:

      $  -  
    Exploration mining property – China   20,000  
    Exploration mining property - USA   302,539  
    Bank charges   1,362  
    Loss on currency exchange   777  
    Interest expense – promissory note   2,145  
    Interest expense – convertible note   3,237  
    Contributed administrative support   300  
    Consulting   15,000  
    Office   13,683  
    Organizational costs   300  
    Professional fees   64,850  
    Corporate services   6,000  
    Public relations   4,138  
    Registration and filing fees   17,752  
    Management fees   7,977  
    Transfer agent fees   8,097  
    Travel and meals   5,971  
           
    Total expenses $  473,948  


    17

    Common Stock

    During the three-month period ended November 30, 2010, no shares of common stock were issued. As of November 30, 2010, there were 90,400,000 shares issued and outstanding. Subsequent to the end of the quarter, on December 20, 2010, 2,500,000 shares were issued to Brent Welke, out senior director and chief executive officer under a consulting agreement whereby Mr. Welke is providing certain management and consulting services to All American. The shares are exempted from registration under Section 4(2) of the Securities Act. Mr. Welke acquired the shares for investment purposes only and all stock certificates reflect the appropriate legends as appropriate.

    Options

    No options were granted during the three month period ending November 30, 2010.

    Code of Ethics

    The Board of Directors on April 22, 2007, adopted a formal written Code of Business Conduct and Ethics and Compliance Program for all officers, directors and senior employees. A copy of the Code of Business Conduct and Ethics is available upon written request by any person without charge. To obtain a copy, an interested party should contact our offices by telephone at (317) 748-7772 or write to 4839 North College Avenue, Indianapolis, Indiana 46205.

    Web Site

    All American maintains a Web site at http://allamericangoldcorp.com and has an e-mail address at “info@allamericangoldcorp.com”.

    Item 6. Exhibits and Reports on Form 8-K

    Reports on Form 8-K filed during the quarter ended November 30, 2010:

    September 8, 2010 – Name Change, Forward Stock Split and Authorized Stock Increase

    On September 8, 2010 the Corporation filed a Form 14C PRE giving notice that our Board of Directors, after careful consideration, had approved, subject to certain conditions, the following actions:

     
  • to amend our Articles of Incorporation to change the name of Osprey Ventures Inc. to “All American Gold Corp.” We refer to this action as the “name change”;

     
  • to amend our Articles of Incorporation to effect a 10-for-1 forward stock split of our issued and outstanding common stock. We refer to this action as the “forward stock split”; and

     
  • to amend our Articles of Incorporation to increase our authorized number of shares of common stock from 200 million shares to 800 million shares of common stock. We refer to this action as the “authorized stock increase”.

    The corporate actions were approved by our Board of Directors as a result of our change of direction with the recent acquisition of certain mineral exploration properties in the State of Nevada.

    The Name Change

    The Board of Directors believes that the name “All American Gold Corp.” more accurately reflects the business we will conduct in as a result of the company’s recent acquisition of certain additional mineral exploration properties in Nevada.

    The Stock Split and Authorized Stock Increase

    As a result of the forward stock split, holders of issued and outstanding shares of Osprey’s common stock will receive ten shares of common stock for every one share of common stock held as of the close of business on October 15, 2010, or such date thereafter as is practicable and which meets the rules and regulations applicable to such actions. No fractional shares of common stock will be issued in connection with the forward stock split. All fractional share amounts resulting from the forward stock split will be rounded down to the next whole new share.


    18

    The general purpose and effect of the amendment to our corporation's Articles for the authorized stock increase is to enhance our corporation's ability to finance our development and operations.

    Our board of directors approved the amendment to our corporation's Articles to increase our authorized share capital so that such shares will be available for issuance for general corporate purposes, including financing activities, without the requirement of further action by our shareholders. Potential uses of the additional authorized shares may include public or private offerings, conversions of convertible securities, issuance of options pursuant to employee benefit plans, acquisition transactions and other general corporate purposes. Increasing the authorized number of shares of our common stock will give us greater flexibility and will allow us to issue such shares in most cases without the expense of delay of seeking shareholder approval. Our company is at all times investigating additional sources of financing which our board of directors believes will be in our best interests and in the best interests of our shareholders. We do not currently have any agreements other than what we have filed and disclosed for any transaction that would require the issuance of additional shares of common stock. Our common shares carry no pre-emptive rights to purchase additional shares.

    Effects of the Forward Stock Split and Authorized Stock Increase, Number of Stockholders; Par Value and Authorized Shares. As of the date of the Information Statement, there were 800,000,000 shares of common stock authorized at a par value of $0.001 per share and there were 45 stockholders of record. The forward stock split will not affect the number of stockholders of record or the par value of our common stock as stated in our Articles of Incorporation.

    Voting Rights. Holders of common stock will continue to have one vote for each share of common stock owned after the forward stock split. Consequently, the proportional voting and other rights of the holders of the common stock will not be affected by the forward stock split.

    Issuance of Additional Shares. The number of authorized but unissued shares of common stock will effectively be increased significantly by the forward stock split because the 9,040,000 shares outstanding prior to the forward stock split, which represent approximately 4.5% of the 200,000,000 authorized shares of common stock, will be increased to approximately 90,400,000 shares.

    The amendment to our corporation's Articles to increase our authorized share capital will not have any immediate effect on the rights of existing shareholders. However, our board of directors will have the authority to issue authorized common stock without requiring future shareholders approval of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized common shares are issued in the future, they will decrease the existing shareholders' percentage equity ownership and, depending upon the price at which they are issued, could be dilutive to the existing shareholders.

    The increase in the authorized number of shares of our common stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change in control of our company without further action by the shareholders. Shares of authorized and unissued common stock could be issued (within limits imposed by applicable law) in one or more transactions. Any such issuance of additional stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of our company.

    We do not have any provisions in our Articles, by laws, or employment or credit agreements to which we are party that have anti-takeover consequences. We do not currently have any plans to adopt anti-takeover provisions or enter into any arrangements or understandings that would have anti-takeover consequences. In certain circumstances, our management may issue additional shares to resist a third party takeover transaction, even if done at an above market premium and favoured by a majority of independent shareholders.


    19

    Stockholders should note that the effect of the forward stock split upon the market price for Osprey’s common stock cannot be reliably predicted. We cannot assure you that the market price for shares of our common stock will be proportionately greater after the forward stock split than immediately prior to the forward stock split, or that the market price will increase, or that any increase will be maintained for any period of time after the forward stock split. We also cannot assure you that the forward stock split will not adversely impact the market price of our common stock.

    Certain U.S. Federal Income Tax Considerations. The following description of the material U.S. federal income tax consequences of the forward stock split to our stockholders is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code, applicable Treasury Regulations promulgated thereunder, judicial authority, and current administrative rulings and interpretations as in effect on the date of the Information Statement. These authorities are subject to change, including possibly with retroactive effect, which could alter the U.S. federal tax consequences described below. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the forward stock split.

    This discussion is intended to provide only a general summary to stockholders who hold their common shares as capital assets and does not discuss the tax consequences of any other transaction that may occur before, after, or at the same time as the forward stock split. This discussion does not address every aspect of U.S. federal income taxation that may be relevant to stockholders in light of their particular circumstances or to persons who are otherwise subject to special tax treatment, including, without limitation: (i) a partnership, subchapter S corporation, trust or other pass-through entity; (ii) dealers in securities; (iii) banks or other financial institutions; (iv) insurance companies; (v) mutual funds; (vi) tax exempt organizations or pension funds; (vii) a foreign person, foreign entity or U.S. expatriate; (viii) persons who may be subject to the alternative minimum tax provisions of the Code; (ix) a stockholder whose functional currency is not the U.S. dollar; (x) persons who acquired their common stock in connection with stock option or stock purchase plans or in other compensatory transactions; (xi) holders of options, warrants, convertible debt or similar rights to acquire our common stock; or (xii) persons who hold their common stock as part of a hedging, straddle, conversion or other risk reduction transaction.

    In general, because the stockholders are receiving only common stock in the forward stock split and there is no plan to periodically increase a stockholder’s proportionate interest in our assets or earnings and profits (other than through the effect of a distribution of property that is treated as an isolated redemption of stock within the meaning of the Treasury Regulations under Section 305 of the Code), the stockholders should not recognize any gain or loss in the forward stock split for U.S. federal income tax purposes. The aggregate adjusted tax basis of the common shares received by a stockholder in the forward stock split, including any shares issued pursuant to the rounding up of fractional shares to the next whole new share, will equal the aggregate adjusted tax basis of the common shares surrendered by such stockholder in the forward stock split. The holding period of the shares of common stock received by a stockholder in the forward stock split will include the period during which such stockholder held the common shares surrendered therefor.

    The state and local tax consequences of the forward stock split may vary significantly as to each stockholder depending upon the jurisdiction in which such stockholder resides. Stockholders are urged to consult their own tax advisors regarding the specific tax consequences to them of the forward stock split, including the applicable federal, state, local and foreign tax consequences, if any.

    Pursuant to written consents dated September 2, 2010, Ma Cheng Ji and Yiu Yeung Lung James, holders of a majority of Osprey’s issued and outstanding common stock, consented to the amendment of the Articles of Incorporation effecting the name change and the forward stock split. A copy of the proposed Certificate of Amendment to Osprey’s Articles of Incorporation was annexed to the Information Statement.


    20

    The are no other subsequent events upon which to report. Subsequent events have been evaluated through the date of this financial report.

     
  • October 18, 2010 – Amendments to Articles of Incorporation or Bylaws

    On September 10, 2010, our sole director and a majority of our stockholders approved a one (1) for ten (10) forward stock split of our issued and outstanding shares of common stock. Effective October 15, 2010, our issued and outstanding shares increased from 9,040,000 shares of common stock to 90,400,000 shares of common stock, all with a par value of $0.001.

    Effective October 15, 2010, the Wyoming Secretary of State accepted for filing of an Articles of Amendment, wherein we have effected an amendment to our Articles of Incorporation to change our name from Osprey Ventures Inc. to All American Gold Corp. and to increase the authorization number of shares of our common stock from 200,000,000 to 800,000,000 shares, par value of $0.001.

    The name change and the increase of our authorized common stock were approved on September 10, 2010 by 55.3% of the holders of our common stock by way of a written consent resolution. Our definitive Schedule 14C, Information Statement, was filed on September 27, 2010.

    The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading on October 15, 2010 under our old symbol “OSPRD”. The “D” on our trading symbol was removed 20 days after October 15, 2010; on December 8, 2010, our symbol was changed to “AAGC”. Our new CUSIP number is 01643V102.

    Subsequent Events

    Entry into a Material Definitive Agreement

    On December 1, 2010, All American Gold Corp. entered into a consulting agreement with Brent Welke, for a term of 36 months, whereby Mr. Welke has agreed to provide the Company with various consulting services as president, secretary, treasurer, chief executive officer, chief financial officer and director of the Company. As compensation, the Company has agreed to issue 2,500,000 shares of the Company’s common stock and to pay Mr. Welke US$1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement.

    Appointment of Certain Officers and Directors; Departure of Certain Officers and Directors

    Also, on December 1, 2010, we accepted the resignation of Ma Cheng Ji who resigned as president, secretary, treasurer, chief executive officer and chief financial officer of the Company but who will remain as a member of the Company’s board of directors. Mr. Ma’s resignation was not the result of any disagreements with the Company regarding its operations, policies, practices or otherwise.

    As a result of Mr. Ma’s resignation, we appointed Brent Welke as president, chief executive officer secretary, treasurer, chief financial officer and a director of the Company.

    Since August 2002 to present, Mr. Welke has been an attorney practicing various areas of law such as estates, class actions, consumer protection and bankruptcy, and post conviction criminal litigation. From April 2007 to August 2008, he was the chief executive officer of Agnova Corporation, a high tech soil supplement company. As a chief executive officer, Mr. Welke’s responsibilities included overseeing the company’s day-to-day activities.

    Our board of directors now consists of Ma Cheng Ji and Brent Welke. There have been no transactions between the Company and Mr. Welke since the Company’s last fiscal year which would be required to be reported herein other than as noted above under Entry Into A Material Definitive Agreement. There are no family relationships among our directors or executive officers.


    21

    Regulation FD Disclosure

    Effective December 8, 2010, our stock symbol changed from “OSPR” to “AAGC” to better reflect the new name of our company. The symbol change became effective with the Over-the-Counter Bulletin Board at the opening of trading on December 8, 2010 under the new stock symbol “AAGC”.

    Other Subsequent Events

    The are no other subsequent events upon which to report. Subsequent events have been evaluated through the date of this financial report.

    Exhibits

    31.1

    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       
    31.2

    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       
    32.1

    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       
    32.2

    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



    22

    SIGNATURES

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

    All American Gold Corp.
    (Registrant)

     

    Date:

    January 20, 2011.
         
      BY: /s/ “Brent Welke”
         
         
    BRENT WELKE, President, Chief Executive Officer, Principal Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Financial Officer and a Member of the Board of Directors
         
         
         
      BY: /s/ “Jack Ma Cheng Ji”
         
         
       

    Jack Ma Cheng Ji, Member of the Board of Directors