10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended May 31, 2012

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

For the transition period from _______________ to _____________

Commission File No. 000-52403

AMERICAN MINING CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	20-3373669
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
970 Caughlin Crossing, Suite 100 Reno, Nevada	89519
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 505-5808

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

As of July 5, 2012, the Issuer had 680,202 shares of its Common Stock outstanding.

Part I -- Financial Information

Item 1. Financial Statements

American Mining Corporation

(An Exploration Stage Company)

Balance Sheets

May 31, 2012

(Expressed in U.S. Dollars)

	May 31, 2012			August 31, 2011
	(unaudited)
ASSETS
Current assets
Cash	$	—		$	—
Other receivable (Note 3)		—			—
Total assets	$	—		$	—
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	45,890		$	34,145
Due to a related party		17,544			13,195
Total current liabilities		63,434			47,340
Stockholders' Equity (Deficit)
Share Capital
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued (2011: Nil)		—			—
Common stock, $0.0001 par value; 900,000,000 shares authorized; 680,202 (2011:  680,202)		68			68
Additional paid-in capital		362,285			362,285
(Deficit) accumulated during the exploration stage		(425,787	)		(409,693	)
Total stockholders' equity (deficit)		(63,434	)		(47,340	)
Total liabilities and stockholders' equity (deficit)	$	—		$	—

The accompanying notes are an integral part of these financial statements.

American Mining Corporation

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

(Expressed in U.S. Dollars)

	Cumulative from
	September 15, 2004			Three months ended						Nine months ended
	(inception) to			May 31						May 31
	May 31, 2012			2012			2011			2012			2011
EXPENSES
Amortization	$	2,153		$	—		$	—		$	—		$	—
Bad debt expense		102,228			—			102,228			—			102,228
Business development		105,227			—			—			—			—
Business acquisition costs		18,750			—			—			—			—
General and administrative expenses		11,130			—			—			—			—
Interest expenses and bank charges		1,835			—			—			—			—
Leases		3,547			—			—			—			—
Professional fees		106,828			4,000			1,695			15,849			14,218
Transfer agent		9,744			—			909			245			1,332
Write-off of oil & gas property (note 5)		97,635			—			—			—			—
Operating loss		459,077			4,000			104,832			16,094			117,778
Other income and expenses
Gain on debt settlement		(31,787	)		—			—			—			—
Foreign exchange (gain)/loss		(1,503	)		—			—			—			7,145
Net loss and comprehensive loss for the period	$	(425,787	)	$	(4,000	)	$	(104,832	)	$	(16,094	)	$	(110,633	)
Basic and diluted loss per share		—		$	(0.01	)	$	(0.15	)	$	(0.02	)	$	(0.16	)
Weighted average number of common shares outstanding
- basic and diluted		—			680,202			680,202			680,202			680,202

The accompanying notes are an integral part of these financial statements

American Mining Corporation

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

(Expressed in U.S. Dollars)

	Cumulative from
	September 15, 2004			Nine months ended
	(inception) to			May 31,
	May 31, 2012			2012			2011
Cash flows from (used in) operating activities
Net Income (Loss)	$	(425,787	)	$	(16,094	)	$	(110,633	)
Adjustments for items not involving cash:
- amortization		2,153			—			—
- imputed interest		1,458			—			—
- foreign exchange loss		5,040			—			—
- write off of oil & gas property		97,635			—			—
- bad debt		94,960			—			94,960
Changes in operating assets and liabilities
- increase (decrease) in due to a related party		17,544			4,349			1,865
- increase (decrease) in contingent liabilities		18,750			—			—
- increase (decrease) in accounts payable and accrued liabilities		27,140			11,745			13,808
Net cash used in operating activities		(161,107	)		—			—
Cash flows from (used in) investing activities
Acquisition of oil and gas interest		(197,635	)		—			—
Purchase gas well option		(162,153	)		—			—
Net cash used in investing activities		(199,788	)		—			—
Cash flows from (used in) financing activities
Proceeds from issuance of common stock		360,895			—			—
Net cash provided by financing activities		360,895			—			—
Increase in cash		—			—			—
Cash and cash equivalents, beginning of period		—			—			—
Cash and cash equivalents, end of period	$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements

NOTE 1: NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

American Mining Corporation (the "Company"), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp. On May 5, 2011, the Company changed its name to American Mining Corporation.

The Company was originally engaged in the exploration, exploitation, development and production of oil and gas projects within North America, but was unable to operate profitably. On April 18, 2011, the Company entered into an agreement of purchase and sale with North American Mining Corporation ("NAMC"), a Nevada Corporation (formerly, American Mining Corporation), whereby the Company agreed to acquire certain equipment and options on equipment held by North American Mining Corporation (the "Acquisition") in exchange for 31,000,000 shares of the Company's common stock at a deemed price of $0.05 per share and an assumption of certain liabilities associated with the assets. The Acquisition was subject to the consent of Gary MacDonald, a secured creditor of NAMC, which the Company obtained in consideration of 2,000,000 shares of Series A Preferred Stock at a deemed price of $0.05 per share. The Acquisition closed on May 31, 2011.

Upon closing of the Acquisition, the Company suspended its oil and gas operations and changed its business to toll milling and refining, mineral exploration and mine development. The Company's principal offices are in Reno, Nevada.

On November 8, 2011, the Company, NAMC and Gary MacDonald mutually agreed that it was in their respective best interests to rescind the Acquisition by written agreement, effective August 31, 2011 (the “Rescission”), so that each party to the Acquisition be, in every respect, as much as possible, returned to the same position as such party was immediately prior to the Acquisition. As a result of the Rescission, NAMC and Gary MacDonald have each surrendered any and all rights they may have had under the Acquisition to receive shares of the capital stock of the Company, and all right, title and interest in and to the assets acquired by the Company under the Acquisition have been returned to NAMC.

Following the Rescission, the Company has continued to pursue the business of mineral exploration.

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that we will be able to realize our assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, we have incurred operating losses since inception and further losses are anticipated in the development of our business. As of May 31, 2012, we have limited financial resources and require additional financing to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate profitable mineral properties, generate revenue from our planned business operations, and control exploration cost. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. Management plans to fund its future operation by obtaining additional financing and commencing commercial production. However, there is no assurance that we will be able to obtain additional financing from investors or private lenders.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. The financial statements have, in management’s opinion been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. As at May 31, 2012 and August 31, 2011, there were no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.

Concentration of Credit Risk

The Company places its cash and cash equivalents with high credit quality financial institutions. There is no deposit insurance on the Company’s accounts.

Foreign Currency Transactions

The Company is located and operating outside of the United States of America, but its functional currency and reporting currency, is U.S. dollars. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: 

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The Company's financial instruments include accounts payable and accrued liabilities. Fair values were assumed to approximate carrying value for these financial instruments, except where noted. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Mineral Property Payments and Exploration Costs

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. The Company assesses the carrying costs for impairment when indicators of impairment exist. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserve.

Mineral property exploration and development costs are expensed as incurred until the establishment of economically viable reserves.

Long-lived Assets Impairment

Long-lived assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360, Property, Plant and Equipment.

Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.

Assets Retirement Obligations

The Company has adopted ASC 410, Asset Retirement and Environmental Obligations, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at May 31, 2012 and August 31, 2011, the Company does not have any asset retirement obligations.

Costs associated with environmental remediation obligations will be accrued when it is probable that such costs will be incurred and they can be reasonably estimated.

Stock-Based Compensation

The Company adopted ASC 718, Compensation – Stock-Based Compensation, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period.

The Company did not grant any stock options during the periods ended May 31, 2012 and 2011.

Comprehensive Income

The Company adopted ASC 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has no elements of “other comprehensive income” for the periods ended May 31, 2012 and 2011.

Income Taxes

The Company has adopted ASC 740, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Basic and Diluted Loss Per Share

In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

New Accounting Pronouncements

Management believes other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

NOTE 3: WRITE-OFF OF GAS WELL OPTION

On November 25, 2009, the Company obtained an assignment of a conditional right to acquire a working interest in certain natural gas properties located in Alberta (the "Prospect") from the well operator (an independent third party), which was subject to the Company providing up to $1,000,000 in financing for the completion of wells located on the Prospect. As consideration for the conditional right, the Company paid a total of $160,000 upon execution of the agreement, and was to issue 75 million common shares and 5 million preferred shares upon receiving a 4.9% working interest in wells to be completed on the Prospect. On January 22, 2010, the well operator informed the Company that it was in default of its obligations.

As part of its negotiations with the well operator, the Company agreed to pay a further $100,000 CAD to the operator in respect of the Prospect. The Company paid a total of $25,000 CAD ($23,740) to the operator on February 8, 2010, but was unable to make any further payments. The payment to the operator was financed by Thomas Mills, a director of the Company at the time.

No interest in the Prospect was ever granted to the Company. The well operator has not returned any of the Company’s investment, despite a written demand by the Company to do so. In accordance with accounting conservatism, a total of $83,740 in costs relating to the Company’s investment in the Prospect has been written off and expensed by the Company.

On August 30, 2011, the Company wrote off as bad debt a total of $100,000 CAD in receivables associated with its investment in the Prospect and assigned it to Mr. Mills in exchange for a release from the $25,000 CAD owed to him by the Company, which has been recorded as a gain of $25,000 CAD by the Company. See Note 5 - Related Party Transactions.

NOTE 4: PREFERRED AND COMMON STOCK

Common Stock

The Company is authorized to issue up to 900,000,000 shares of common stock, par value $0.0001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

As of May 31, 2012, the Company had a total of 680,202 shares of common stock outstanding.

Preferred Stock

The Company is authorized to issue up to 100,000,000 shares of preferred stock, par value $0.0001 per share. No shares of preferred stock have been issued.

NOTE 5: RELATED PARTY TRANSACTION

On February 8, 2010, Thomas Mills advanced the sum of $25,000 CAD ($23,740) on behalf of the Company to the operator of certain natural gas wells located in Alberta (the "Prospect"). The advance was recorded by the Company as a non-interest bearing unsecured loan by Mr. Mills to the Company that was due and payable on demand.

On August 30, 2011, the Company assigned all its interest in and to the Prospect, including recovery of $100,000 CAD cash receivable from the operator of the Prospect, to Mr. Mills in exchange for a release of $25,000 CAD owed to him by the Company.

NOTE 6: COMMITMENTS AND CONTINGENT LIABILITIES

On May 31, 2011, the Company acquired certain assets from NAMC under the Acquisition, which included the right under a Letter of Intent (the “LOI”) to participate in a joint venture with Win-Eldrich Gold Inc. (“Win-Eldrich”) for the improvement and operation of an ore milling and refining facility located near Denio Junction, Nevada (the “Ashdown Mill”).

Under the terms of the LOI, the Company’s participation in the joint venture was subject to the Company contributing $2 million in cash to the joint venture, along with a 100 ton-per-day gold milling circuit, and undertaking to pay 50% of the installation and mill operating costs.

Under the LOI, Win-Eldrich and the Company were to proceed in mutual good faith to jointly prepare and execute a definitive agreement by June 23, 2011 or such other date as might be agreed upon by the parties in writing (the “Due Date”). If the definitive agreement was not executed by the Due Date, then it was to terminate automatically.

The Company did not meet the conditions for participation in the joint-venture. On November 21, 2011, Win-Eldrich gave written notice to the Company that the LOI was terminated with effect on September 15, 2011, and that Win-Eldrich considers the LOI to be of further force or effect.

Win-Eldrich Gold Inc.

By letter dated July 15, 2011 (the “Proposal”), the Company proposed to Win-Eldrich that the LOI be amended to extend the Due Date to September 15, 2011, with the parties agreeing to proceed in mutual good faith to jointly prepare and execute the definitive agreement by such date. The Company further proposed that Win-Eldrich accept 2,000,000 shares of the Company’s common stock and $1 million cash on execution of the definitive agreement as payment in full of the Final Payment. In consideration of Win-Eldrich’s agreement, the Company proposed to pay it $50,000.

It is the position of the Company that the Proposal was a non-binding invitation to negotiate binding terms of agreement, and that no binding obligation on the Company or Win-Eldrich was created. If the Proposal is determined to be a binding obligation on the Company, then the Company could be liable to pay Win-Eldrich $50,000. Win-Eldrich has not made any claim against the Company in respect of the Proposal. The Company takes the position that Win-Eldrich is unlikely to make such a claim, and that if such a claim were made, it would likely be unsuccessful.

Juniper Resources LLC

On June 14, 2011, the Company executed a letter agreement with Juniper Resources LLC (“Juniper”) and Versatech Capital for Mining LLC under which Juniper agreed to advance the sum of $400,000 to the Company, to be paid out from a public offering by the Company, to be negotiated and “closed out” by October 15, 2011 (the “Loan”). Interest on the Loan accrues at the rate of 1.65% per month. The Loan is due by December 15, 2011, and is secured by a registered security interest in certain ore milling equipment having an estimated book value of $600,000 (the “Collateral”). The Company was to issue Juniper 75,000 shares at $0.25 upon successful closing of the financing as a loan origination fee (the “Fee”).

Effective August 31, 2011, as a result of the acquisition of assets from NAMC being rescinded by mutual agreement, all right, title and interest of the Company in and to the Collateral was transferred to NAMC. NAMC has agreed to assume any payment obligation to Juniper arising from the Loan and to indemnify the Company from any loss arising from the Loan. It is the position of the Company that the Loan is limited in recourse to the Collateral. If NAMC fails to repay the Loan and if the Collateral is insufficient to cover the Loan principal and accrued interest, and if the Loan is determined not to be limited in recourse to the Collateral, then the Company may face liability for the repayment of the Loan, subject to such rights as the Company may have against third parties in connection with the Loan. It is the position of the Company that it is improbable that Juniper will make any claim or demand against the Company in respect of the Loan or the Fee, but in accordance with accounting conservatism has recorded the cash value of the Fee ($18,750) as an accrued liability.

Item 2. Management's Discussion and Analysis or Plan of Operations

The following discussion and analysis of our plan of operation should be read in conjunction with the financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Overview

The Company was incorporated in the State of Nevada, on September 15, 2004, as Thrust Energy Corp. On May 5, 2011, the Company changed its name to American Mining Corporation. Our principal offices are in Reno, Nevada.

The Company was originally engaged in the exploration, exploitation, development and production of oil and gas projects within North America, but was unable to operate profitably. On April 18, 2011, the Company entered into an agreement of purchase and sale with North American Mining Corporation (“NAMC”), whereby the Company agreed to acquire certain assets held by NAMC (the "Acquisition") in exchange for 31,000,000 shares of the Company's common stock at a deemed price of $0.05 per share and an assumption of certain liabilities associated with the assets. The Acquisition was subject to the consent of Gary MacDonald, a secured creditor of NAMC, which the Company obtained in consideration of 2,000,000 shares of Series A Preferred Stock at a deemed price of $0.05 per share. The Acquisition closed on May 31, 2011.

Upon closing the Acquisition, the Company suspended its oil and gas operations and changed its business to toll milling and refining, mineral exploration and mine development. The Company's principal offices are located in Reno, Nevada.

On November 8, 2011, the Company, NAMC and Gary MacDonald mutually agreed that it was in their respective best interests to rescind the Acquisition by written agreement, effective August 31, 2011 (the “Rescission”), so that each party to the Acquisition be, in every respect, as much as possible, returned to the same position as such party was immediately prior to the Acquisition. As a result of the Rescission, NAMC and Gary MacDonald have each surrendered any and all rights they may have had under the Acquisition to receive shares of the capital stock of the Company, and all right, title and interest in and to the assets acquired under the Acquisition have been returned to NAMC.

Following the Rescission of the Acquisition, the Company has continued to pursue the business of mineral exploration. We intend to engage in the acquisition and exploration of mineral properties that we believe have a high potential for new mineral discoveries and profitability. We do not presently own or have any rights to a mineral property and we have no reserves of any type of mineral.

Financing

We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated. Therefore any debt financing of our acquisition or exploration activities may be very costly and result in substantial dilution to our stockholders.

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the mining industry, and the fact that we have not been profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

Results of Operations

We have not earned any meaningful revenue since inception on September 15, 2004. We do not anticipate earning revenue until such time as we have acquired and entered into commercial production of a mineral exploration property. We are presently in the exploration stage of our business and do not own a mineral exploration property. We can provide no assurance that we will be able to acquire a suitable mineral exploration property, or that we will discover commercially exploitable reserves of valuable minerals on such property, or that if such resources are discovered that we will be able to commercially produce them.

We posted an operating loss of $4,000 for the three month period ended May 31, 2012, entirely resulting from professional fees. This was a decrease from our operating loss of $104,832 for the same period in the previous fiscal year, which loss was due to bad debt.

Liquidity and Capital Resources

As of May 31, 2012, we had no assets. There was no change in our total assets as of August 31, 2011.

As of May 31, 2012, our total liabilities increased to $63,434 from $47,340 as of August 31, 2011. This increase primarily resulted from unpaid professional fees arising from our Exchange Act reporting requirements.

Investment in Oil & Gas Interest

On November 25, 2009, the Company obtained an assignment of a conditional right to acquire a working interest in certain natural gas properties located in Alberta (the "Prospect") from the well operator (an independent third party), which was subject to the Company providing up to $1,000,000 in financing for the completion of wells located on the Prospect. As consideration for the conditional right, the Company paid a total of $160,000 upon execution of the agreement, and was to issue 75 million common shares and 5 million preferred shares upon receiving a 4.9% working interest in wells to be completed on the Prospect. On January 22, 2010, the well operator informed the Company that it was in default of its obligations.

As part of its negotiations with the well operator, the Company agreed to pay a further $100,000 CAD to the operator in respect of the Prospect. The Company paid a total of $25,000 CAD ($23,740) to the operator on February 8, 2010, but was unable to make any further payments. The payment to the operator was financed by Thomas Mills, a director of the Company at the time.

No interest in the Prospect was ever granted to the Company. The well operator has not returned any of the Company’s investment, despite a written demand by the Company to do so. In accordance with accounting conservatism, a total of $83,740 in costs relating to the Company’s investment in the Prospect has been written off and expensed by the Company.

On August 30, 2011, the Company wrote off as bad debt a total of $100,000 CAD in receivables associated with its investment in the Prospect and assigned it to Mr. Mills in exchange for a release from the $25,000 CAD owed to Mr. Mills by the Company, which has been recorded as a gain of $25,000 CAD by the Company.

Contingent Liabilities

On May 31, 2011, we acquired certain assets from NAMC under the Acquisition, which included the right under a Letter of Intent (the “LOI”) to participate in a joint venture with Win-Eldrich Gold Inc. (“Win-Eldrich”) for the improvement and operation of an ore milling and refining facility located near Denio Junction, Nevada (the “Ashdown Mill”).

Under the terms of the LOI, the Company would participate in the joint-venture on an equal basis with Win-Eldrich upon the Company contributing $2 million in cash to the joint venture, along with a 100 ton-per-day gold milling circuit, and undertaking to pay 50% of the installation and mill operating costs.

Under the LOI, Win-Eldrich and the Company were to proceed in mutual good faith to jointly prepare and execute a definitive agreement by June 23, 2011 or such other date as might be agreed upon by the parties in writing (the “Due Date”). If the definitive agreement was not executed by the Due Date, then it was to terminate automatically.

The Company did not meet the conditions for participation in the joint-venture. On November 21, 2011, Win-Eldrich gave written notice to the Company that the LOI was terminated with effect on September 15, 2011, and that Win-Eldrich considers the LOI to be of further force or effect.

Win-Eldrich Gold Inc.

By letter dated July 15, 2011 (the “Proposal”), the Company proposed to Win-Eldrich that the LOI be amended to extend the Due Date to September 15, 2011, with the parties agreeing to proceed in mutual good faith to jointly prepare and execute the definitive agreement by such date. We further proposed that Win-Eldrich accept 2,000,000 shares of the Company’s common stock and $1 million cash on execution of the definitive agreement as payment in full of the Final Payment. In consideration of Win-Eldrich’s agreement, we proposed to pay it $50,000.

It is the position of the Company that the Proposal was a non-binding invitation to negotiate binding terms of agreement, and that no binding obligation on the Company or Win-Eldrich was created. If the Proposal is determined to be a binding obligation on the Company, then the Company could be liable to pay Win-Eldrich $50,000. Win-Eldrich has not made any claim against the Company in respect of the Proposal. The Company takes the position that Win-Eldrich is unlikely to make such a claim, and that if such a claim were made, it would likely be unsuccessful.

Juniper Resources LLC

On June 14, 2011, the Company executed a letter agreement with Juniper Resources LLC (“Juniper”) and Versatech Capital for Mining LLC (“Versatech”) under which Juniper agreed to advance the sum of $400,000 to the Company, to be paid out from a public offering by the Company, to be negotiated and “closed out” by October 15, 2011 (the “Loan”). Interest on the Loan accrues at the rate of 1.65% per month. The Loan is due by December 15, 2011, and is secured by a registered security interest in certain ore milling equipment having an estimated book value of $600,000 (the “Collateral”). The Company was to issue Juniper 75,000 shares at $0.25 upon successful closing of the financing as a loan origination fee (the “Fee”).

Effective August 31, 2011, as a result of the Rescission, all right, title and interest of the Company in and to the Collateral was transferred to NAMC. NAMC has agreed to assume any payment obligation to Juniper arising from the Loan and to indemnify the Company from any loss arising from the Loan. It is the position of the Company that the Loan is limited in recourse to the Collateral. If NAMC fails to repay the Loan and if the Collateral is insufficient to cover the Loan principal and accrued interest, and if the Loan is determined not to be limited in recourse to the Collateral, then the Company may face liability for the repayment of the Loan, subject to such rights as the Company may have against third parties in connection with the Loan. It is the position of the Company that it is improbable that Juniper will make any claim or demand against the Company in respect of the Loan or the Fee, but in accordance with accounting conservatism the cash value of the Fee ($18,750) has been recorded as an accrued liability.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by American Mining’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer (who are one and the same person), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of May 31, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective.

Changes in Disclosure Controls and Procedures

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended August 31, 2011, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

Neither the Company nor any of its officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against the Company or its officers or directors. None of our officers or directors have been convicted of a felony or misdemeanour relating to securities or performance in corporate office.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not sell any securities during the three month period ended May 31, 2012.

Item 3. Default Upon Senior Notes

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit	Description
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN MINING CORPORATION
Date: July 5, 2012	/s/ John Allen
	John Allen
	President, Chief Executive Officer,
	Chief Financial Officer, and
	Principal Accounting Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Allen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Mining Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

6. I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 5, 2012

/s/ John Allen

John Allen

President, Chief Executive Officer,

Chief Financial Officer, and

Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the amended quarterly report of American Mining Corporation on Form 10-Q for the quarter ended May 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John Allen, Chief Executive Officer, President, Chief Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 5, 2012	By  /s/ John Allen
	John Allen
	President, Chief Executive Officer,
	Chief Financial Officer, and
	Principal Accounting Officer

XML

NOTE 4: PREFERRED AND COMMON STOCK

3 Months Ended

May 31, 2012

Notes to Financial Statements

NOTE 4: PREFERRED AND COMMON STOCK

Common Stock

The Company is authorized to issue up to 900,000,000 shares of common stock, par value $0.0001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

As of May 31, 2012, the Company had a total of 680,202 shares of common stock outstanding.

Preferred Stock

The Company is authorized to issue up to 100,000,000 shares of preferred stock, par value $0.0001 per share. No shares of preferred stock have been issued.

XML

NOTE 3: WRITE-OFF OF GAS WELL OPTION

3 Months Ended

May 31, 2012

Notes to Financial Statements

NOTE 3: WRITE-OFF OF GAS WELL OPTION

On November 25, 2009, the Company obtained an assignment of a conditional right to acquire a working interest in certain natural gas properties located in Alberta (the "Prospect") from the well operator (an independent third party), which was subject to the Company providing up to $1,000,000 in financing for the completion of wells located on the Prospect. As consideration for the conditional right, the Company paid a total of $160,000 upon execution of the agreement, and was to issue 75 million common shares and 5 million preferred shares upon receiving a 4.9% working interest in wells to be completed on the Prospect. On January 22, 2010, the well operator informed the Company that it was in default of its obligations.

As part of its negotiations with the well operator, the Company agreed to pay a further $100,000 CAD to the operator in respect of the Prospect. The Company paid a total of $25,000 CAD ($23,740) to the operator on February 8, 2010, but was unable to make any further payments. The payment to the operator was financed by Thomas Mills, a director of the Company at the time.

No interest in the Prospect was ever granted to the Company. The well operator has not returned any of the Company’s investment, despite a written demand by the Company to do so. In accordance with accounting conservatism, a total of $83,740 in costs relating to the Company’s investment in the Prospect has been written off and expensed by the Company.

On August 30, 2011, the Company wrote off as bad debt a total of $100,000 CAD in receivables associated with its investment in the Prospect and assigned it to Mr. Mills in exchange for a release from the $25,000 CAD owed to him by the Company, which has been recorded as a gain of $25,000 CAD by the Company. See Note 5 - Related Party Transactions.

XML

Balance Sheets (USD $)	May 31, 2011	Aug. 31, 2010
Current assets
Cash
Other receivable (Note 3)
Total assets
Current liabilities
Accounts payable and accrued liabilities	45,890	34,145
Due to a related party	17,544	13,195
Total current liabilities	63,434	47,340
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued (2011: Nil)
Common stock, $0.0001 par value; 900,000,000 shares authorized; 680,202 (2011: 680,202)	68	68
Additional paid-in capital	362,285	362,285
(Deficit) accumulated during the exploration stage	(425,787)	(409,693)
Total stockholders' equity (deficit)	(63,434)	(47,340)
Total liabilities and stockholders' equity (deficit)

XML

NOTE 1: NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

3 Months Ended

May 31, 2012

Notes to Financial Statements

NOTE 1: NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

American Mining Corporation (the "Company"), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp. On May 5, 2011, the Company changed its name to American Mining Corporation.

The Company was originally engaged in the exploration, exploitation, development and production of oil and gas projects within North America, but was unable to operate profitably. On April 18, 2011, the Company entered into an agreement of purchase and sale with North American Mining Corporation ("NAMC"), a Nevada Corporation (formerly, American Mining Corporation), whereby the Company agreed to acquire certain equipment and options on equipment held by North American Mining Corporation (the "Acquisition") in exchange for 31,000,000 shares of the Company's common stock at a deemed price of $0.05 per share and an assumption of certain liabilities associated with the assets. The Acquisition was subject to the consent of Gary MacDonald, a secured creditor of NAMC, which the Company obtained in consideration of 2,000,000 shares of Series A Preferred Stock at a deemed price of $0.05 per share. The Acquisition closed on May 31, 2011.

Upon closing of the Acquisition, the Company suspended its oil and gas operations and changed its business to toll milling and refining, mineral exploration and mine development. The Company's principal offices are in Reno, Nevada.

On November 8, 2011, the Company, NAMC and Gary MacDonald mutually agreed that it was in their respective best interests to rescind the Acquisition by written agreement, effective August 31, 2011 (the “Rescission”), so that each party to the Acquisition be, in every respect, as much as possible, returned to the same position as such party was immediately prior to the Acquisition. As a result of the Rescission, NAMC and Gary MacDonald have each surrendered any and all rights they may have had under the Acquisition to receive shares of the capital stock of the Company, and all right, title and interest in and to the assets acquired by the Company under the Acquisition have been returned to NAMC.

Following the Rescission, the Company has continued to pursue the business of mineral exploration.

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that we will be able to realize our assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, we have incurred operating losses since inception and further losses are anticipated in the development of our business. As of May 31, 2012, we have limited financial resources and require additional financing to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate profitable mineral properties, generate revenue from our planned business operations, and control exploration cost. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. Management plans to fund its future operation by obtaining additional financing and commencing commercial production. However, there is no assurance that we will be able to obtain additional financing from investors or private lenders.

XML

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

May 31, 2012

Notes to Financial Statements

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. The financial statements have, in management’s opinion been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. As at May 31, 2012 and August 31, 2011, there were no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.

Concentration of Credit Risk

The Company places its cash and cash equivalents with high credit quality financial institutions. There is no deposit insurance on the Company’s accounts.

Foreign Currency Transactions

The Company is located and operating outside of the United States of America, but its functional currency and reporting currency, is U.S. dollars. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: 

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The Company's financial instruments include accounts payable and accrued liabilities. Fair values were assumed to approximate carrying value for these financial instruments, except where noted. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Mineral Property Payments and Exploration Costs

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. The Company assesses the carrying costs for impairment when indicators of impairment exist. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserve.

Mineral property exploration and development costs are expensed as incurred until the establishment of economically viable reserves.

Long-lived Assets Impairment

Long-lived assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360, Property, Plant and Equipment.

Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.

Assets Retirement Obligations

The Company has adopted ASC 410, Asset Retirement and Environmental Obligations, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at May 31, 2012 and August 31, 2011, the Company does not have any asset retirement obligations.

Costs associated with environmental remediation obligations will be accrued when it is probable that such costs will be incurred and they can be reasonably estimated.

Stock-Based Compensation

The Company adopted ASC 718, Compensation – Stock-Based Compensation, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period.

The Company did not grant any stock options during the periods ended May 31, 2012 and 2011.

Comprehensive Income

The Company adopted ASC 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has no elements of “other comprehensive income” for the periods ended May 31, 2012 and 2011.

Income Taxes

The Company has adopted ASC 740, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Basic and Diluted Loss Per Share

In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

New Accounting Pronouncements

Management believes other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

XML

Balance Sheets (Parenthetical) (USD $)	May 31, 2011	Aug. 31, 2010
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	680,202	680,202

XML

Document and Entity Information	3 Months Ended
	May 31, 2012	Jul. 05, 2012
Document And Entity Information
Entity Registrant Name	American Mining Corporation
Entity Central Index Key	0001343009
Document Type	10-Q
Document Period End Date	May 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		680,202
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

XML

Statements of Operations (USD $)	3 Months Ended		9 Months Ended		92 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	May 31, 2012
EXPENSES
Amortization					$ 2,153
Bad debt expense		102,228		102,228	102,228
Business development					105,227
Business acquisition costs					18,750
General and administrative expenses					11,130
Interest expenses and bank charges					1,835
Leases					3,547
Professional fees	4,000	1,695	15,849	14,218	106,828
Transfer agent		909	245	1,332	9,744
Write-off of oil & gas property (note 5)					97,635
Operating loss	4,000	104,832	16,094	117,778	459,077
Other income and expenses
Gain on debt settlement					(31,787)
Foreign exchange (gain)/loss				7,145	(1,503)
Net loss and comprehensive loss for the period	$ (4,000)	$ (104,832)	$ (16,094)	$ (110,633)	$ (425,787)
Basic and diluted loss per share	$ (0.01)	$ (0.15)	$ (0.02)	$ (0.16)
Weighted average number of common shares outstanding
- basic and diluted		680,202		680,202

XML

NOTE 6: COMMITMENTS AND CONTINGENT LIABILITIES

3 Months Ended

May 31, 2012

Notes to Financial Statements

NOTE 6: COMMITMENTS AND CONTINGENT LIABILITIES

On May 31, 2011, the Company acquired certain assets from NAMC under the Acquisition, which included the right under a Letter of Intent (the “LOI”) to participate in a joint venture with Win-Eldrich Gold Inc. (“Win-Eldrich”) for the improvement and operation of an ore milling and refining facility located near Denio Junction, Nevada (the “Ashdown Mill”).

Under the terms of the LOI, the Company’s participation in the joint venture was subject to the Company contributing $2 million in cash to the joint venture, along with a 100 ton-per-day gold milling circuit, and undertaking to pay 50% of the installation and mill operating costs.

Under the LOI, Win-Eldrich and the Company were to proceed in mutual good faith to jointly prepare and execute a definitive agreement by June 23, 2011 or such other date as might be agreed upon by the parties in writing (the “Due Date”). If the definitive agreement was not executed by the Due Date, then it was to terminate automatically. 

The Company did not meet the conditions for participation in the joint-venture. On November 21, 2011, Win-Eldrich gave written notice to the Company that the LOI was terminated with effect on September 15, 2011, and that Win-Eldrich considers the LOI to be of further force or effect. 

Win-Eldrich Gold Inc. 

By letter dated July 15, 2011 (the “Proposal”), the Company proposed to Win-Eldrich that the LOI be amended to extend the Due Date to September 15, 2011, with the parties agreeing to proceed in mutual good faith to jointly prepare and execute the definitive agreement by such date. The Company further proposed that Win-Eldrich accept 2,000,000 shares of the Company’s common stock and $1 million cash on execution of the definitive agreement as payment in full of the Final Payment. In consideration of Win-Eldrich’s agreement, the Company proposed to pay it $50,000. 

It is the position of the Company that the Proposal was a non-binding invitation to negotiate binding terms of agreement, and that no binding obligation on the Company or Win-Eldrich was created. If the Proposal is determined to be a binding obligation on the Company, then the Company could be liable to pay Win-Eldrich $50,000. Win-Eldrich has not made any claim against the Company in respect of the Proposal. The Company takes the position that Win-Eldrich is unlikely to make such a claim, and that if such a claim were made, it would likely be unsuccessful. 

Juniper Resources LLC

On June 14, 2011, the Company executed a letter agreement with Juniper Resources LLC (“Juniper”) and Versatech Capital for Mining LLC under which Juniper agreed to advance the sum of $400,000 to the Company, to be paid out from a public offering by the Company, to be negotiated and “closed out” by October 15, 2011 (the “Loan”). Interest on the Loan accrues at the rate of 1.65% per month. The Loan is due by December 15, 2011, and is secured by a registered security interest in certain ore milling equipment having an estimated book value of $600,000 (the “Collateral”). The Company was to issue Juniper 75,000 shares at $0.25 upon successful closing of the financing as a loan origination fee (the “Fee”).

Effective August 31, 2011, as a result of the acquisition of assets from NAMC being rescinded by mutual agreement, all right, title and interest of the Company in and to the Collateral was transferred to NAMC. NAMC has agreed to assume any payment obligation to Juniper arising from the Loan and to indemnify the Company from any loss arising from the Loan. It is the position of the Company that the Loan is limited in recourse to the Collateral. If NAMC fails to repay the Loan and if the Collateral is insufficient to cover the Loan principal and accrued interest, and if the Loan is determined not to be limited in recourse to the Collateral, then the Company may face liability for the repayment of the Loan, subject to such rights as the Company may have against third parties in connection with the Loan. It is the position of the Company that it is improbable that Juniper will make any claim or demand against the Company in respect of the Loan or the Fee, but in accordance with accounting conservatism has recorded the cash value of the Fee ($18,750) as an accrued liability.

XML

Statements of Cash Flows (USD $)	9 Months Ended	92 Months Ended
	May 31, 2011	May 31, 2012
Cash flows from (used in) operating activities
Net Income (Loss)	$ (110,633)	$ (425,787)
- amortization		2,153
- imputed interest		1,458
- foreign exchange loss		5,040
- write off of oil & gas property		97,635
- bad debt	94,960	94,960
Changes in operating assets and liabilities
- increase (decrease) in due to a related party	1,865	17,544
- increase (decrease) in contingent liabilities		18,750
- increase (decrease) in accounts payable and accrued liabilities	13,808	27,140
Net cash used in operating activities		(161,107)
Cash flows from (used in) investing activities
Acquisition of oil and gas interest		(197,635)
Purchase gas well option		(162,153)
Net cash used in investing activities		(199,788)
Cash flows from (used in) financing activities
Proceeds from issuance of common stock		360,895
Net cash provided by financing activities		360,895
Increase in cash
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period

XML

NOTE 5: RELATED PARTY TRANSACTION

3 Months Ended

May 31, 2012

Notes to Financial Statements

NOTE 5: RELATED PARTY TRANSACTION

On February 8, 2010, Thomas Mills advanced the sum of $25,000 CAD ($23,740) on behalf of the Company to the operator of certain natural gas wells located in Alberta (the "Prospect"). The advance was recorded by the Company as a non-interest bearing unsecured loan by Mr. Mills to the Company that was due and payable on demand.

On August 30, 2011, the Company assigned all its interest in and to the Prospect, including recovery of $100,000 CAD cash receivable from the operator of the Prospect, to Mr. Mills in exchange for a release of $25,000 CAD owed to him by the Company.