10-Q 1 form10q.htm QUARTERLY REPORT All American Gold Corp.: Form 10-Q - Filed by newsfilecorp.com

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

FORM 10-Q

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

For the quarterly period ended NOVEMBER 30, 2011

[ ] 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.)
   
700 North High School Rd., No. 203, Indianapolis, Indiana 46214
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (317) 926-4653

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

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

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

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

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 96,594,455 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 $4,209,446 predicated on 42,094,455 shares and based on the last reported sales price ($0.10) 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 ]


2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
FINANCIAL STATEMENTS
 
For the first quarter ended November 30, 2011

BALANCE SHEETS AS OF NOVEMBER 30, 2011 (UNAUDITED), AND MAY 31, 2011.

STATEMENTS OF OPERATIONS FOR THE THREE- AND SIX-MONTH PERIODS ENDED NOVEMBER 30, 2011 (UNAUDITED), AND NOVEMBER 30, 2010 (UNAUDITED), AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2011 (UNAUDITED).

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2011 (UNAUDITED).

STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2011 (UNAUDITED), AND NOVEMBER 30, 2010 (UNAUDITED), AND FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2011 (UNAUDITED).

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

F-1



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
BALANCE SHEETS
AS OF NOVEMBER 30, 2011 (UNAUDITED), AND MAY 31, 2011

    November 30,        
    2011     May 31, 2011  
    (Unaudited)        
             
ASSETS            
             
CURRENT ASSETS            
     Cash $  47,808   $  9,913  
     Prepaid Expenses   3,775     1,100  
TOTAL ASSETS $  51,583   $  11,013  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)            
             
CURRENT LIABILITIES            
         Due to a related party – former officer & director $  40,000   $  30,000  
       Due to a non related party   10,500     10,000  
       Convertible note and interest, net of discount   -     247,301  
       Accounts payable and accrued liabilities   4,127     14,096  
             
TOTAL LIABILITIES   54,627     301,397  
             
             
STOCKHOLDERS’ EQUITY (DEFICIT)            
     Capital stock            
       Authorized            
           800,000,000 shares of common stock, $0.001 par value,            
       Issued and outstanding            
           96,594,455 and 92,900,000 shares of common stock respectively   96,594     92,900  
     Additional paid-in capital   1,896,235     157,400  
     Deficit accumulated during the exploration stage   (1,995,873 )   (540,684 )
     Total stockholders’ equity (deficit)   (3,044 )   (290,384 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $  51,583   $  11,013  

The accompanying notes are an integral part of these financial statements

F-2



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
STATEMENTS OF OPERATIONS
FOR THE THREE- AND SIX-MONTHS ENDED NOVEMBER 30, 2011, AND NOVEMBER 30, 2010
AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2011
(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,  
    2011     2010     2011     2010     2011  
                               
REVENUE $  -         $  -         $  -  
                               
     Total revenue   -           -           -  
                               
EXPENSES                              
                               
Exploration mining property – China   -     -     -     -     20,000  
Exploration mining property – Goldfield - USA   149,022     -     150,567     302,359     454,374  
Exploration mining property – Belleville - USA   131,885     -     155,972     -     155,972  
Exploration mining property – Iowa Canyon - USA   50,010     -     57,010     -     57,010  
Bank charges   101     452     340     452     2,003  
Loss (gain) on currency exchange   -     -     504     -     1,233  
Interest expense – promissory note   249     249     501     501     3,145  
Interest expense – convertible note   -     3,237     2,542     3,237     12,843  
Contributed administrative support   -     -     -     -     300  
Consulting   3,000     -     3,000     -     22,500  
Office   9,485     1,436     12,511     1,436     33,216  
Organizational costs   -     -     -     -     300  
Professional fees   4,532     13,715     10,589     15,581     95,924  
Corporate services   -     1,000     -     1,000     5,000  
Public relations   1,817     3,348     9,317     3,348     14,836  
Investor relations   15,000     -     30,000     -     30,000  
Registration and filing fees   2,578     9,785     6,930     10,828     29,113  
Management fees   3,000     -     1,008,000     -     1,034,477  
Transfer agent fees   800     1,622     4,825     2,122     14,029  
Travel and meals   2,580     284     2,581     284     9,598  
                               
Total expenses   374,060     35,128     1,455,189     341,148     1,995,873  
                               
NET LOSS FOR THE PERIOD $  (374,060 ) $  (35,128 ) $  (1,455,189 ) $  (341,148 ) $ (1,995,873 )
                               
BASIC AND DILUTED LOSS PER COMMON
SHARE
 
$ (0.00
)  
$ (0.00
)  
$ (0.02
)  
$ (0.00
)  
 
                               
WEIGHTED AVERAGE NUMBER OF BASIC
AND DILUTED COMMON SHARES
OUTSTANDING
  96,565,422    

90,400,000
   

95,310,929
   

90,400,000
   

 

The accompanying notes are an integral part of these financial statements

F-3



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2011 (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 )   (21,961 )
                                     
Balance May 31, 2008   72,000,000     72,000     (44,700 )   -     (34,463 )   (7,163 )
                                     
Net loss for the year ended May 31, 2009   -     -     -     -     (21,286 )   (21,286 )
                                     
Balance May 31, 2009   72,000,000     72,000     (44,700 )   -     (55,749 )   (28,449 )
                                     
Common stock subscribed for cash at
     $0.05 per share under S-1 registration
 
18,400,000
   
18,400
   
73,600
   
-
   
-
   
92,000
 
Net loss for the year ended May 31, 2010   -     -     -     -     (77,051 )   (77,051 )
                                     
Balance May 31, 2010   90,400,000     90,400     28,900     -     (132,800 )   (13,500 )
                                     
Common stock issued at a deemed value
     of $0.001 per share – Nov 10, 2010
     (note 6)
 

2,500,000
   

2,500
   

10,000
   

-
   

-
   

12,500
 
Intrinsic value of beneficial conversion
     feature of convertible debenture (Note 8)
 
-
   
-
   
118,500
   
-
   
-
   
118,500
 
Net loss for the year ended May 31, 2011   -     -     -     -     (407,884 )   (407,884 )
                                     
Balance May 31, 2011   92,900,000   $  92,900   $  157,400   $  -   $  (540,684 ) $  (290,384 )

F-4



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER 30, 2011 (UNAUDITED)
(continued)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deficit
 
 
 
 
                            Accumulated        
                Additional     Share     During the        
    (Note 7 )     Paid-in     Subscription     Exploration        
    Common Stock     Capital     Receivable     Stage     Total  
    Number of                                
    shares     Amount                          
Balance May 31, 2011   92,900,000     $ 92,900   157,400   $  -   $  (540,684 ) $  (290,384 )
                                     
Common stock issued at a deemed value
of $0.001 per share – July 1, 2011, (note
7) – consulting agreement
 

2,000,000
   

2,000
   

998,000
   

-
   

-
   

1,000,000
 
Common stock issued at a value of $0.50
per share – July 13, 2011, (note 7) –
private placement
 

400,000
   

400
   

199,600
   

-
   

-
   

200,000
 
Common stock issued at a deemed value
of $0.001 per share – July 13, 2011,
(note 7) conversion of debenture
 

875,000
   

875
   

243,468
   

-
   

-
   

244,343
 
Common stock issued at a value of $0.70
per share – Sept 12, 2011, (note 7) –
private placement
 

400,000
   

400
   

279,600
   

-
   

-
   

280,000
 
Common stock issued at a deemed value
of $0.51 per share – Oct 3, 2011, (note
7) due under Nevada option agreements
 

19,455
    19    

18,167
   

-
   

-
    18,186  
Net loss for the period ended
November 30, 2011 (unaudited)
 
-
    -    
-
   
-
   
(1,455,189
)  
(1,455,189
)
                                     
Unaudited Balance November 30, 2011   96,594,455   $  96,594   $ 1,896,235   $  -   $ (1,995,873 ) $  (3,044 )
                                     

The accompanying notes are an integral part of these financial statements

F-5



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2011, AND NOVEMBER 30, 2010,
AND FOR THE PERIOD FROM INCEPTION TO NOVEMBER 30, 2011
(Unaudited)

                Cumulative results of  
    Six Months     Six Months     operations May 17,  
    Ended     Ended     2006 (inception) to
    November 30, 2011     November 30, 2010     November 30, 2011  
                   
CASH FLOWS FROM OPERATING ACTIVITIES                  
   Net loss for the period $  (1,455,189 ) $  (341,148 ) $  (1,995,873 )
   Adjustments to reconcile net loss to net cash used in                  
             operating activities                  
       - contributed administrative expense   -     -     300  
       - due under Goldfields option   -     -     -  
       - issuance of shares under consulting agreement   1,000,000     -     1,012,500  
       - issuance of shares under option agreements   18,186     -     18,186  
       - accretion of interest on convertible notes   2,542     3,237     12,843  
   Changes in:                  
       - prepaid expenses   (2,675 )   200     (3,775 )
       - due to a related party   -     -     3,325  
       - accounts payable and accrued liabilities   (9,969 )   (851 )   802  
                   
NET CASH USED IN OPERATING                  
ACTIVITIES   (447,105 )   (338,562 )   (951,692 )
596990                  
CASH FLOWS FROM FINANCING ACTIVITIES                  
   Proceeds from issuance of common stock   480,000     -     599,000  
   Loan from non-related party   5,000     -     5,000  
   Repayment of notes payable   -     -     (21,091 )
   Proceeds from issuance of promissory note payable   -     5,000     61,091  
   Proceeds from convertible notes   -     355,500     355,500  
                   
NET CASH PROVIDED BY FINANCING                  
   ACTIVITIES   485,000     360,500     999,500  
                   
NET INCREASE (DECREASE) IN CASH   37,895     21,938     47,808  
                   
CASH, BEGINNING OF PERIOD   9,913     8,926     -  
                   
CASH, END OF PERIOD $  47,808   $  30,864   $  47,808  
                   
Supplemental cash flow information: cash paid for                  
                   
     Interest on promissory and convertible notes $  249   $  501   $  3,145  
     Non-cash investing and financing activities                  
             Common stock issued to convert notes payable   350,000     -     350,000  

The accompanying notes are an integral part of these financial statements

F-6



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

NOTE 1: BASIS OF PRESENTATION

The condensed financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended May 31, 2011, as filed with the SEC on Form 10K and should be read in conjunction with the notes thereto. The Company is in the exploration stage.

On August 23, 2010, the Company entered into three agreements with TAC Gold Inc., a Canadian reporting issuer, in regards to the acquisition of certain property interests – (a) an option to acquire a 70% interest in a mineral exploration property called the “Belleville” property in Mineral County, Nevada; (b) an option to acquire a 35% interest in a mineral exploration property called the “Goldfield West” property in Esmeralda County, Nevada; and a right of first refusal on an additional exploration property called the “Iowa Canyon” property in Lander County, Nevada for period of 12 months; which resulted in the Company on September 9, 2011, entering into an option to acquire a 15% interest in the mineral exploration property (see Note 4).

In April, 2007, the Company entered into an Option to Purchase and Royalty Agreement to acquire a 25% interest in a mining property with no known reserves, known as the Gao Feng property, in Jiangxi Province, east-central China, such option being terminated on January 31, 2011 as a result of insufficient results being obtained from the first phase of exploration and the high costs of a projected second phase (see Note 4).

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

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

NOTE 2 – GOING CONCERN

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

The 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 $1,995,873 for the period from May 17, 2006 (inception), to November 30, 2011, 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.

F-7



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

NOTE 3 – RELATED PARTY TRANSACTIONS

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

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

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

During 2010-2011, a director advanced the Company a total of $40,000 with no specific terms of repayment.

On December 1, 2010, the Company entered into a consulting agreement with Brent Welke, our president, Chief Executive Officer and a director, for a term of 36 months, whereby Mr. Welke agreed to provide the Company with various consulting services. As compensation, the Company agreed to pay Mr. Welke US$1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement and issued 2,500,000 shares of the Company’s common stock which, for accounting purposes, was valued at $12,500 which was based on the previously last issue price of our common stock of $0.005 per share.

On July 1, 2011, the Company entered into a consulting agreement with Gaspar R. Gonzalez, our treasurer, Chief Financial officer and a director, for a term of 36 months, whereby Mr. Gonzalez agreed to provide the Company with various financial consulting services. As compensation, the Company agreed to pay him US$1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement and issued 2,000,000 shares of the Company’s common stock which, for accounting purposes, was valued at $1,000,000 which is based on the last price at which our common stock traded at the close of business on July 1, 2011 –$0.50 per share.

NOTE 4 – OPTION ON MINERAL PROPERTY – UNPROVEN MINERAL INTERESTS

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

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

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

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

F-8



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

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

  • A right of first refusal on an additional exploration property called the “Iowa Canyon” property in Lander County, Nevada for period of 12 months; In September, 2011, we converted that right to an option to acquire a 15% interest in the property. TAC has an underlying option agreement with Minquest Inc. for the acquisition of a 100% interest in the property.

Pursuant to the terms of the above noted option agreements, in order to earn the 70% interest in the Belleville property we have assumed our 70% portion of the obligations of TAC Gold under their option agreements with Minquest which consist of:

  • Making payments in the aggregate amount of $170,000 in payments ranging from $20,000 to $50,000, to the sixth anniversary of the underlying option agreement; and

  • Incurring exploration expenditures in the aggregate amount of $1,320,000 in annual amounts ranging from $120,000 to $400,000, to the seventh anniversary of the underlying option agreement.

In regards to the option agreement for the Goldfield West property, in order to earn the 35% interest in the property we have assumed our 35% portion of the obligations of TAC Gold under their option agreements with Minquest which consist of:

  • Making payments in the aggregate amount of $98,000 in annual periodic payments ranging from $7,000 to $24,500 to the seventh anniversary of the underlying option agreement and initial payments of $300,000; and

  • Incurring exploration expenditures in the aggregate amount of $770,000 in annual amounts ranging from $70,000 to $175,000 to the seventh anniversary of the underlying option agreement.

Upon payment of the $300,000 to TAC Gold Inc. (paid as to $200,000 on September 14, 2010, and $100,000 on November 24, 2010), we earned a 35% interest in the Goldfield West Property. In order to maintain this 35% interest, we are required to aggregate cash payments of $98,000 over a seven year period and incur an aggregate of $770,000 in exploration expenditures over a seven year period as described in the table below.

In regards to the option agreement for the Iowa Canyon property, in order to earn the 15% interest in the property we have assumed our 15% portion of the obligations of TAC Gold under their option agreements with Minquest which consist of:

  • Making payments in the aggregate amount of $89,000 in annual periodic payments ranging from $4,500 to $10,500, through the seventh anniversary of the Underlying Option Agreement.

  • Incurring exploration expenditures in the minimum aggregate amount of $300,000 in annual amounts ranging from $30,000 to $75,000, through the seventh anniversary of the Underlying Option Agreement.

In addition, TAC Gold is required to make certain share issuances to Minquest under the terms of their option agreements (700,000 shares in regards to the Belleville property, 1,000,000 shares in regards to the Goldfield West Property and 825,000 shares in regards to the Iowa Canyon property, periodically over the terms of the agreements). We are obligated to reimburse TAC Gold in either cash for the fair market value of the TAC Gold shares that are issued to Minquest or in the issuance of the equivalent value of All American shares as have a market value equal to the amount of the payment then due. The common shares of TAC Gold are listed for trading on the Canadian National Stock Exchange.

F-9



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

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

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

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 Nil Paid by TAC
August 4, 2011 $14,000 (paid) 9,804 $84,000 (paid)
August 4, 2012 $21,000 TBD $105,500
August 4, 2013 $21,000 TBD $140,000
August 4, 2014 $28,000 TBD $140,500
August 4, 2015 $35,000 TBD $175,000
August 4, 2016 $0 TBD $280,000
TOTALS $133,000   $995,000

As of the date of this periodic report, we are in full compliance with the terms of the option agreement on the Belleville property and are current in all payments, exploration expenditures or advances on planned exploration programs and share issuances to TAC under the option agreements.

GOLDFIELD – ALL AMERICAN 35% INTEREST

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

All American’s Portion 35% of TAC   35%
Anniversary Date Payment Share Issuance Property Expenditure
September 14, 2010 $200,000 (paid) Nil Nil
November 21, 2010 $100,000 (paid) Nil Nil
January 20, 2011 $7,000 (paid) * 9,651 $70,000 (paid)
January 20, 2012 $10,500 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 $398,000   $770,000

* included as a credit as part of the cost of the acquisition of the option agreement and paid by TAC Gold

As of the date of this periodic report, we are in full compliance with the terms of the option agreement on the Goldfields West property and are current in all payments, exploration expenditures or advances on planned exploration programs and share issuances to TAC under the option agreements.

F-10



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

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

IOWA CANYON – ALL AMERICAN 15% INTEREST

All American must pay to TAC Gold $50,000 on date of execution (paid) and a further $50,000 by January 11, 2012 which has not been made. On January 12, 2012, the Board of Directors decided to proceed no further with the Iowa Canyon property at this time because raising the required funds would strain or jeopardize our ability to secure the funds that we require to continue moving forward with our two primary targets – the Belleville and Goldfield West projects. At this point there will be no further expenditures made in regards to the Iowa Canyon property.

All American’s Portion (15% of total)   (15% of total)
Anniversary Date Payment Share Issuance Property Expenditure
September 9, 2011 $50,000 (paid) Nil Nil
January 11, 2012 $50,000 (not paid) Nil Nil
April 5, 2012 $4,500 TBD $30,000
April 5, 2013 $4,500 TBD $37,500
April 5, 2014 $6,000 TBD $45,000
April 5, 2015 $6,000 TBD $52,500
April 5, 2016 $7,500 TBD $60,000
April 5, 2017 $10,500 TBD $75,000
       
TOTALS $89,000   $300,000

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, 2011, the Company had paid for its portion of the first phase of a planned two-phase exploration program in the amount of $20,000. The field work for the first phase of the planned two-phase exploration program was carried out between February 15 and March 3, 2010, to determine if there are commercially exploitable deposits of gold and silver. On January 31, 2011, the agreement was terminated as a result of insufficient results being obtained from the first phase of exploration and the high costs of a projected second phase as reported and recommended in a geological engineering report dated January 18, 2011. No further payments or consideration are required as a result of the termination of the agreement.

NOTE 5 – RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

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

F-11



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

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

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

The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). 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 May 2009, ASC Topic 855, “Subsequent Events” was issued which established principles and requirements for evaluating and reporting subsequent events and distinguishes which subsequent events should be recognized in the financial statements versus which subsequent events should be disclosed in the financial statements. ASC Topic 855 was effective for interim periods ending after June 15, 2009. Because it impacts the disclosure requirements, not the accounting treatment for subsequent events, the adoption of ASC Topic 855 did not impact our consolidated results of operations or financial condition. In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”) which requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued. The adoption did not have an impact on the Company’s financial position and results of operations. See Note 8 for disclosures regarding our subsequent events.

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.

F-12



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

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 became effective for the Company on January 1, 2011. The Company does not expect the impact of its adoption to be material to its financial statements.

NOTE 6 – INCOME TAXES

As of November 30, 2011, the Company had net operating loss carry forwards of approximately $1,995,873 that may be available to reduce future years’ taxable income and will expire beginning in 2030. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry-forwards.

F-13



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

NOTE 7 – CAPITAL STOCK

a)

Common Stock

   

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

   

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

   

In late 2008 and early 2009, the Company took receipt of $92,000 in payment for 18,400,000 shares of its common stock at a price of $0.005 per share issued under an S-1 registration statement dated September 5, 2008, which became effective on September 18, 2008. Treasury orders were issued regarding the delivery of 18,400,000 shares that were sold under the S-1 registration statement.

   

On November 30, 2010 the Company issued 2,500,000 of its common stock valued at the last issuance price of $0.005 per share to an officer and director under a consulting agreement. The offering was made pursuant to section 4(2) of the Securities Act.

   

On July 1, 2011 the Company issued 2,000,000 of its common stock valued at the last trading price of $0.50 per share to an officer and director under a consulting agreement. The offering was made pursuant to section 4(2) of the Securities Act.

   

On July 13, 2011, the Company issued 875,000 shares of its common stock at $0.40 per share upon receipt of Notice of Conversion related to a $350,000 Convertible Note. We issued the shares in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

   

On July 11, 2011 the Company issued 400,000 shares of our common stock in a private placement, raising gross proceeds of $200,000, or $0.50 per share. We issued the shares in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

   

On September 9, 2011 the Company issued 400,000 shares of our common stock in a private placement, raising gross proceeds of $280,000, or $0.70 per share. We issued the shares in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

   

On October 3, 2011, the Company issued 19,455 shares of our common stock to satisfy the annualized obligations of the Nevada option agreements on the Belleville and Goldfields West properties to TAC Gold to reimburse them for the equivalent dollar value ($18,186) of shares of TAC issued to Minquest Inc. under the underlying agreements to the option agreements between the Company and TAC at a deemed price of $0.51 per share which reflected the average closing price of the Company’s stock on the OTC-BB for the ten days prior to the issuance. We issued the shares in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

   
b)

Stock Options

   

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

F-14



ALL AMERICAN GOLD CORP
(formerly Osprey Ventures, Inc.)
(An Exploration Stage Company)
 
Notes to the Interim Financial Statements
November 30, 2011

NOTE 8 – CONVERTIBLE NOTES

On November 10, 2010, the Company issued $350,500 in non-interest bearing convertible notes to a single creditor in exchange for cash proceeds used to pay TAC Gold under the Goldfields option agreement in the amount of $300,000 as well as $50,500 which was allocated to working capital. All or any portion of the amounts due under the convertible notes, which mature on August 23, 2015, could be converted at any time, at the option of the holder, into common shares of the Company at a conversion price of seventy five percent (75%) of the average closing bid prices for the ten trading days immediately preceding the date that the Company receives notice of conversion of the convertible notes. In accordance with ASC 470-20, the Company determined that there was a beneficial conversion feature on the convertible notes with an intrinsic value of $118,500. The Company recorded $118,500 as 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 $350,500.

During the period ended November 30, 2011, the Company accreted interest of $2,542.

On July 13, 2011, the holder of the debenture elected to convert $350,000 of the debenture to shares and to convert the balance ($500) to a short term, non-interest bearing loan. As a result, the Company issued 875,000 shares of its common stock at $0.40 per share upon receipt of Notice of Conversion. We issued the shares in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

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

NOTE 9 – SUBSEQUENT EVENTS

On January 12, 2012, the Board of Directors decided not to proceed with the Iowa Canyon property at this time because raising the required funds would strain or jeopardize our ability to secure the funds that we require to continue moving forward with our two primary targets – the Belleville and Goldfield West projects. At this point there will be no further expenditures made in regards to the Iowa Canyon property.

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

F-15


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 8, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

General Information

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

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

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

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING NOVEMBER 30, 2011, 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.

Overview

We were incorporated in the State of Wyoming on May 17, 2006, as Osprey Ventures, Inc. and established a fiscal year end of May 31. On October 15, 2011 we changed our name to All American Gold Corp. and effected a 10:1 forward split of our common stock. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at 700 North High School Road, Suite 203, Indianapolis, Indiana 46214. Our telephone number is (317) 926-4653 or (888) 755-9766 and e-mail addresses are info@allamericangoldcorp.com.


There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, exploration stage Corporation engaged in the search for gold and related minerals. There is no assurance that a commercially viable mineral deposit, a reserve, exists in our optioned properties or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.

Mining Projects Under Option

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

On August 23, 2010, we entered into two agreements with TAC Gold Inc. (“TAC”), a Canadian reporting issuer which trades on the Canadian National Stock Exchange (CNSX) , in regards to the acquisition of certain property interests. The interests that we have acquired are as follows:

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

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

On September 9, 2011, as amended on November 3, 2011, we entered into a mining option agreement with TAC in regards to Iowa Canyon property whereby we acquired:

  • An option to acquire a 15% interest in a mineral exploration property called the “Iowa Canyon” property in Lander County, Nevada. TAC has an underlying option agreement with Minquest Inc. for the acquisition of a 100% interest in the property (under which agreement Minquest has retained a 3% net smelter return royalty). We will also have the option to acquire an additional 25% interest in the Iowa Canyon property by paying an additional $3,000,000 to TAC no later than 60 days prior to the expiry of the one year anniversary of the agreement. If this additional option is exercised, we will assume certain obligations of TAC under its Underlying Option Agreement with Minquest.

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


Belleville Property - Mineral County, Nevada

Pursuant to the terms of the option agreement, we have assumed 70% of the obligations of TAC under their agreement with Minquest which consists of All American:

  • Making payments in the aggregate amount of $170,000 in annual periodic payments ranging from $20,000 to $50,000, to the sixth anniversary of the underlying option agreement.


  • Incurring exploration expenditures in the aggregate amount of $1,320,000 in annual amounts ranging from $120,000 to $400,000, to the seventh anniversary of the underlying option agreement.

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

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

All American’s Portion      
Anniversary Date Payment Share Issuance Property Expenditure
August 4, 2010 Paid by TAC Nil Paid by TAC
August 4, 2011 $20,000 (paid) 9,804 (issued) $120,000 (paid)
August 4, 2012 $30,000 TBD $150,000
August 4, 2013 $30,000 TBD $200,000
August 4, 2014 $40,000 TBD $200,000
August 4, 2015 $50,000 TBD $250,000
August 4, 2016 $0 TBD $400,000
       
TOTALS $170,000   $1,320,000

As of the date of this periodic report, we are in full compliance with the terms of the option agreement on the Belleville property and are current in all payments, exploration expenditures or advances on planned exploration programs and share issuances to TAC under the option agreements.

The Belleville Project is approximately 175 miles southeast of Reno, Nevada and approximately 250 miles northwest of Las Vegas, Nevada, located near recent and historic producing mines including the Candelaria Silver Mine, which is ten miles to the east, and the Marietta Mine, six miles to the west. Both of these past producing mines lie within the Walker Lane structural and mineral belt, as does the Belleville Project, which is comprised of 34 unpatented mining claims spanning 680 acres.

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

To date, exploration efforts at Belleville have consisted of a mapping and sampling program, geophysical surveys, and a limited reverse circulation drilling 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 which will be located in the set of gold bearing zones described above. The second drill target is a geophysical anomaly indicating the apparent extension of the mineralized shears under pediment. The third target occurs at the intersection of the mineralized structures with a major lithologic contact. After geologic mapping and geochemical sampling was completed, a Gradient IP-Resistivity and Ground Magnetic survey of the area was commissioned. The survey found a possible extension of one of the shear zones under pediment cover. The anomaly is roughly 1,000 feet long. We are testing the geophysical anomaly with angled reverse circulation (RC) drilling from two drill sites with a total of 1,500 to 2,000 feet of drilling being completed.


Our second phase drill program, created in part through review of the 43-101 technical report done on the property, will ultimately consist of reverse circulation drill holes averaging 600 feet (180 metres) in depth for a total of up to 2,400 feet (732 metres). The target is an east-northeast trending IP anomaly which occurs under wind-blown sand and other pediment cover. The anomaly has been interpreted as a possible major shear zone which could host gold/silver mineralization similar to two mineralized faults found elsewhere on the property. Drilling is being done using a reverse circulation (RC) drilling rig with continuous sampling on five foot intervals. After the addition of blanks and standards the samples will be shipped to ALS Chemex in Reno, Nevada for analysis.

Drilling was initiated at the Belleville project on December 5, 2011. The plan is to drill two to four angle drill holes into a pediment covered geophysical anomaly interpreted to be a buried structure, which could be mineralized, similar to nearby veins within the exposed mountain range. The first hole, drilled at -45 degrees using an RC rig, was lost after drilling 120 feet of alluvium. A second hole at -60 degrees was attempted and was also lost before reaching bedrock. The alluvium is much thicker than the geophysicist who did the interpretation believed. Drilling will resume shortly after the first of the year after acquisition of casing equipment needed to drill through thick gravel cover. Drilling is expected to be completed by late January. Assays and a report on the drilling program are not expected until the spring.

Goldfields West Property, Esmeralda County, Nevada

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

  • Making payments in the aggregate amount of $98,000 in annual periodic payments ranging from $7,000 to $24,500, to the seventh anniversary of the underlying option agreement and initial payments totalling $300,000 (paid in full); and

  • Incurring exploration expenditures in the aggregate amount of $770,000 in annual amounts ranging from $70,000 to $175,000, to the seventh anniversary of the underlying option agreement.

Upon payment of the $300,000 to TAC Gold Inc. (paid as to $200,000 on September 14, 2010, and $100,000 on November 24, 2010, payment of which included a ‘credit’ for the annualized payment due at January 20, 2011), we earned a 35% interest in the Goldfield West Property. In order to maintain this 35% interest, we are required to aggregate cash payments of $98,000 over a seven year period and incur an aggregate of $770,000 in exploration expenditures over a seven year period as described in the table below.

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

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

All American’s Portion 35% of TAC   35%
Anniversary Date Payment Share Issuance Property Expenditure
September 14, 2010 $200,000 (paid) Nil Nil
November 21, 2010 $100,000 (paid) Nil Nil
January 20, 2011 $7,000 (paid) * 9,651 (issued) $70,000 (paid)
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 $398,000   $770,000

* included as part of the cost of the acquisition of the option agreement and paid by TAC Gold



As of the date of this periodic report, we are in full compliance with the terms of the option agreement on the Goldfield West property and are current in all payments, exploration expenditures or advances on planned exploration programs and share issuances to TAC under the option agreements.

The Goldfield West property is an advanced exploration property with defined targets comprised of 105 unpatented mining claims covering a total of 850 hectares or 2100 acres. It is approximately 3.5 hours Northwest of Las Vegas, Nevada by car and approximately 3 miles west of the town of Goldfield adjacent to International Minerals (IMZ) Goldfield properties and is easily accessed via well graded dirt roads. The Goldfield district has historic production figures totalling more than 4 million ounces of gold.

Geologically, the Goldfield West property encompasses an area of Tertiary volcanic and volcanoclastic rocks. The USGS and several mineral exploration companies hypothesize that the western edge of a caldera rim runs through the property. Historic work conducted by Bear Creek, Placer Amex, U.S. Borax, North Mining and Bonaventure Enterprises has led to the completion of 138 drill holes. The data compiled from drilling results and a wealth of information gathered through geological mapping, geochemical sampling and geophysical surveys have identified three distinct targets over a strike length of 3.5 miles.

Bonaventure's work campaign, the most recent completed on the property prior to TAC Gold, combined geophysical surveys, geochemical sampling and 23 reverse circulation drill holes within the Nevada Eagle and South targets. These results have tended to confirm the existence of a gold-bearing hydrothermal system associated with the argillization and silification of host rocks proximal to feeder structures.

We believe that the property has the potential to host a total resource in excess of 1 million ounces of gold in these Tertiary age volcanic and volcanoclastic rocks. Although the gold in the system is generally low grade (~0.65 g/t) surface samples collected from old workings and outcrops have exceeded 15 g/t.

Late in 2010 we completed the drilling of one deep hole into each of the Nevada Eagle (northern) (hole number 1001) site and the South target (hole number 1002) - the first of a permitted 21 hole program on the Goldfield West property. These two holes consisted of RC (reverse circulation) drilling to a depth of approximately 700 feet and then core drilling to a depth of 1200 to 1500 feet'. Both 1001 and 1002 encountered thick sections of highly anomalous gold with 1001 having 465' of +0.1 g/t gold and 1002 having 385' of the same. The best 5 foot sample was 0.477 g/t gold in 1001 and 1.450 g/t gold in 1002. The mineralization in 1001 is much more associated with permeable host rock than with structure. Hairline quartz-sulfide veinlets are present but rare in 1001. Gold is related to three separate horizons in 1001 which appear to be more permeable hosts. The basal section of the volcanics is one of these anomalous horizons and verifies the theory of a good host at the base of the volcanics. Mr. Richard Kern the geologist in charge of drilling states, "These results are a verification of the Gemfield model. We have a large cloud of low-grade gold and we need to vector into the higher grade portion of the system. Drilling more deep holes, concentrating on the structures and dikes found with the geophysics is the next step at Nevada Eagle (north target)."

At the South target the gold in 1002 occurs in two separate zones. The first is in permeable tuffaceous sediments with no appreciable structure and the deeper zone is associated with densely welded tuffs that form open-spaced quartz-sulfide veins when fractured. There are numerous veinlets in this lower zone, but each veinlet is very narrow and indicates that the drill hole did not intersect a major structure. No basal volcanic gold anomaly occurs in 1002. The next phase for the South target is to drill a fence (or 2) of angle drill holes (2-3 holes per fence) across the major structure defined by geophysics. The holes should test both mineralized horizons, but don't need to go to the base of the volcanics. These drill results help to define favourable host stratigraphy as well as further zero in on gold-bearing structures.


Drilling was initiated on September 24, 2011 at Goldfield West (GFW) using a reverse circulation (RC) drill rig where a total of five angled RC holes totaling 3,510 feet were drilled and completed on October 20, 2011. Two east-west fences of two holes each were drilled in the South target attempting to identify major feeder faults interpreted from geophysical surveys conducted over the area. The two fences are 330 feet (100 meters) apart. A fifth hole was drilled 4,500 feet north near a historic hole containing a significant thickness of anomalous gold. Geochemical results are nearly all in hand and result tabulation, cross section construction and interpretation are in progress A total of 1,550 to 2,000 meters of RC drilling is planned at six drill sites located in both the northern and southern parts of the property.

Interpretation of geophysical surveys at the South target has identified an 800 meter long nearly north-south structure. One hole, drilled in 2010, identified minor veinlets of quartz/pyrite/alunite and gold values up to 1.45 g/t over 1.5 meters. Two fences consisting of three angle drill holes spaced roughly 100 feet apart will attempt to penetrate the fault identified by the geophysical surveys.

At Nevada Eagle in the northern part of the property, drill holes will target an interpreted broad north-south trending structure which appears to host an intrusive dike. Two or three additional angle holes are planned to test the geophysical anomaly.

All of the drill holes will be angled across the interpreted structures, supervised and logged by an independent geologist. Drill samples will be collected on 1.5 meter lengths and shipped to ALS Chemex in Reno, Nevada for analysis of gold and silver content.

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

Iowa Canyon Property

On September 9, 2011, as amended November 9, 2011, we entered into an option agreement (the “TAC Agreement”) with TAC Gold Inc. in regards to the acquisition of a 15% interest in a mineral exploration property known as the “Iowa Canyon” property, located in Lander County, Nevada. TAC holds an underlying option agreement from Minquest Inc. (“Minquest”) to acquire a 100% interest in the property pursuant to a Mineral Property Option Agreement dated April 6, 2010, as amended on April 6, 2011 (collectively the “Underlying Option Agreement”). In consideration of the 15% interest in the Iowa Canyon property, we paid to TAC the sum of $50,000 concurrently with the execution and delivery of the agreement (paid) and agreed to pay an additional $50,000 by January 11, 2012. On January 12, 2012, the Board of Directors decided not to proceed further with the Iowa Canyon property at this time. The decision was made to instead focus our resources on our two primary targets – the Belleville and Goldfield West projects. At this point there will be no further expenditures made in regards to the Iowa Canyon property.

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 property referred to as the Gao Feng Gold Mining Property located in Jiangxi, China by entering into an Option To Purchase And Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited Corporation, the beneficial owner of the property. The option allowed us to acquire an interest in the property by making certain expenditures and carrying out certain exploration work. Gao Fenglin, Senior Engineer, carried out the first phase of the work program which was completed between February 15 and March 3, 2010. On January 31, 2011, the agreement was terminated as a result of insufficient results being obtained from the first phase of exploration as reported and recommended in a geological engineering report dated January 18, 2011. For further detail the reader is referred to our Current Report filing on Form 8-K of February 5, 2011. No further payments or consideration are required as a result of the termination.


Our Proposed Exploration Program – Plan of Operation

Goldfields West Property, Esmeralda County, Nevada – Drilling Plan

Drilling was initiated on September 24, 2011 at Goldfield West (GFW) using a reverse circulation (RC) drill rig where a total of five angled RC holes totaling 3,510 feet were drilled and completed on October 20, 2011. Two east-west fences of two holes each were drilled in the South target attempting to identify major feeder faults interpreted from geophysical surveys conducted over the area. The two fences are 330 feet (100 meters) apart. A fifth hole was drilled 4,500 feet north near a historic hole containing a significant thickness of anomalous gold. Geochemical results are nearly all in hand and result tabulation, cross section construction and interpretation are in progress A total of 1,550 to 2,000 meters of RC drilling is planned at six drill sites located in both the northern and southern parts of the property.

At the South target, interpretation of geophysical surveys has identified an 800 meter long nearly north-south structure. One hole, drilled in 2010, identified minor veinlets of quartz/pyrite/alunite and gold values up to 1.45 g/t over 1.5 meters. Two fences consisting of three angle drill holes spaced roughly 100 feet apart will attempt to penetrate the fault identified by the geophysical surveys.

At Nevada Eagle in the northern part of the property, drill holes will target an interpreted broad north-south trending structure which appears to host an intrusive dike. Two or three additional angle holes are planned to test the geophysical anomaly.

All of the drill holes will be angled across the interpreted structures, supervised and logged by an independent geologist. Drill samples will be collected on 1.5 meter lengths and shipped to ALS Chemex in Reno, Nevada for analysis of gold and silver content.

Belleville Property - Mineral County, Nevada – Drilling Plan

After geologic mapping and geochemical sampling was completed, a Gradient IP-Resistivity and Ground Magnetic survey of the area was commissioned. The survey found a possible extension of one of the shear zones under pediment cover. The anomaly is roughly 1,000 feet long.

Our second phase drill program, created in part through review of the 43-101 technical report done on the property, will consist of reverse circulation drill holes averaging 600 feet (180 metres) in depth for a total of up to 2,400 feet (732 metres). The target is an east-northeast trending IP anomaly which occurs under wind-blown sand and other pediment cover. The anomaly has been interpreted as a possible major shear zone which could host gold/silver mineralization similar to two mineralized faults found elsewhere on the property. Drilling is being done using a reverse circulation (RC) drilling rig with continuous sampling on five foot intervals. After the addition of blanks and standards the samples will be shipped to ALS Chemex in Reno, Nevada for analysis.

Drilling was initiated at the Belleville project on December 5, 2011. The plan is to drill two to four angle drill holes into a pediment covered geophysical anomaly interpreted to be a buried structure, which could be mineralized, similar to nearby veins within the exposed mountain range. The first hole, drilled at -45 degrees using an RC rig, was lost after drilling 120 feet of alluvium. A second hole at -60 degrees was attempted and was also lost before reaching bedrock. The alluvium is much thicker than the geophysicist who did the interpretation believed. Drilling will resume shortly after the first of the year after acquisition of casing equipment needed to drill through thick gravel cover. Drilling is expected to be completed by late January. Assays and a report on the drilling program are not expected until the spring.

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

 


Iowa Canyon Property – Lander County, Nevada

On January 12, 2012, the Board of Directors decided not to proceed further with the Iowa Canyon property at this time. The decision was made to instead focus our resources on our two primary targets – the Belleville and Goldfield West projects. At this point there will be no further expenditures made in regards to the Iowa Canyon property.

Employees

Initially, we intend to use the services of subcontractors on an as needed basis for exploration work on our claims and an engineer or geologist to manage the exploration program. Our only employees will be Brent Welke and Gaspar R. Gonzalez, our senior officers and directors.

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

On December 1, 2010, we entered into a consulting agreement with Brent Welke, our senior officer and a director, for a term of 36 months, whereby Mr. Welke has agreed to provide the Corporation with various consulting services as president, secretary and chief executive officer, and act as a director of the Corporation. As compensation, the Corporation has agreed to pay him $1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement and to issue 2,500,000 shares of the Corporation’s common stock which were issued on November 30, 2010.

On July 1, 2011, we entered into a Consulting Services Agreement with Dr. Gaspar R. Gonzalez, our Treasurer and a director, whereby Mr. Gonzalez has agreed to provide the Corporation with certain financial management services as treasurer and chief financial officer, and act as a director of the Corporation. As compensation, the Corporation has agreed to pay him $1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement and to issue 2,000,000 shares of the Corporation’s common stock which were issued on July 1, 2011.

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

Offices

Our offices are located at 700 North High School Road, Suite 203, Indianapolis, Indiana 46214. Currently, these facilities are provided to us by Mr. Brent Welke, without charge, but such arrangement may be cancelled at anytime without notice. Specific direct expenses incurred such as telephone and secretarial services are charged at cost.

Risks

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

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

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

 


Results of Operations

All American was incorporated as Osprey Ventures, Inc. on May 17, 2006, and changed its name to All American Gold Corp. on October 15, 2010; comparative periods for the quarters and six month periods ended November 30, 2011, and November 30, 2010, and from May 17, 2006 (inception), through November 30, 2011, are presented in the following discussion.

Since inception, we have used our common stock, advances from related parties, private placements of our securities or convertible debentures to raise money for our optioned acquisitions and for corporate expenses. Net cash provided by financing activities (less offering costs) from inception on May 17, 2006, to November 30, 2011, was $999,500 as a result of proceeds received from sales of our common stock ($599,000), an advance from a director ($40,000 excluding interest payable), a non-interest bearing short term loan ($15,500) and a convertible debenture ($350,000) which was converted to common shares of our capital stock subsequent to the end of the quarter under discussion.

The Corporation did not generate any revenues from operations for the quarter ended November 30, 2011. To date, we have not generated any revenues from our mineral exploration business.

REVENUES

REVENUE – Gross revenue for the quarters and six month periods ended November 30, 2011, and November 30, 2010, was $0.

COMMON STOCK –Net cash provided by equity financing activities during the three-month period was $280,000 as a result of the sale of 400,000 shares at a price of $0.70 per share through a Regulation S , Rule 903, private placement and for the same period in 2010, the amount was $0 (nil) and for the period from inception on May 17, 2006, through to and including November 30, 2011, the amount was $999,500 provided by the sale of common stock in 2006, 2009 and 2011. No options or warrants were issued to issue shares at a later date in the quarter.

EXPENSES

  3 Months       3 Months     6 Months     6 Months     May 17, 2006  
    Ended     Ended     Ended     Ended     (inception) to  
  November       November     November     November     November 30,  
    30, 2011     30, 2010     30, 2011     30, 2010     2011  
                                                                                  $  -   $  -   $  -   $  -   $  -  
Exploration mining property – China   -     -     -     -     20,000  
Exploration mining property –
Goldfield - USA
  149,022
  -
  150,567
  302,359
  454,374
Exploration mining property –
Belleville - USA
  131,885
  -
  155,972
  -
  155,972
Exploration mining property –
Iowa Canyon - USA
  50,010
  -
  57,010
  -
  57,010
Bank charges   101     452     340     452     2,003  
Loss (gain) on currency exchange   -     -     504     -     1,233  
Interest expense – promissory note   249     249     501     501     3,145  
Interest expense – convertible note   -     3,237     2,542     3,237     12,843  
Contributed administrative support   -     -     -     -     300  
Consulting   3,000     -     3,000     -     22,500  
Office   9,485     1,436     12,511     1,436     33,216  
Organizational costs   -     -     -     -     300  
Professional fees   4,532     13,715     10,589     15,581     95,924  
Corporate services   -     1,000     -     1,000     5,000  
Public relations   1,817     3,348     9,317     3,348     14,836  
Investor relations   15,000     -     30,000     -     30,000  
Registration and filing fees   2,578     9.785     6,930     10,828     29,113  
Management fees   3,000     -     1,008,000     -     1,034,477  
Transfer agent fees   800     1,622     4,825     2,122     14,029  
Travel and meals   2,580     284     2,581     284     9,598  
NET LOSS FOR THE PERIOD
  374,060     35,128     1,455,189     341,148     1,995,873  


SUMMARY – Total expenses were $374,060 in the quarter ended November 30, 2011, and $35,128 for the similar period in 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $1,455,189 and $341,148 respectively. A total of $1,995,873 in expenses has been incurred since inception on May 17, 2006, through November 30, 2011. These costs have and will vary from quarter to quarter based on the level of general corporate activity, acquisitions, exploration operations and capital raising and increased significantly in the three month period under discussion as a result of our commencing exploration on our optioned mineral properties in Nevada. Costs can be further subdivided into:

GOLDFIELD WEST OPTION EXPLORATION AND ACQUISITION EXPENSES: $149,022 was paid in the current period as part of the exploration expenses of the Goldfield West property while $0 (nil) was expended in the similar quarter ended November 30, 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $150,567 and $302,359 respectively. For the period May 17, 2006 (inception) through May 31, 2010, All American has incurred $454,374 in total on expenses in the acquisition of the option on the Goldfields West property.

BELLEVILLE EXPLORATION AND ACQUISITION EXPENSES: $131,885 was paid in the current period as part of the exploration or acquisition expenses of the Belleville property but no such costs were expended in the similar quarter ended November 30, 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $155,972 and $0 (nil) respectively. For the period May 17, 2006 (inception) through May 31, 2010, All American has incurred $155,972 in total on expenses in the acquisition of the option or the exploration of the Belleville property.

IOWA CANYON EXPLORATION AND ACQUISITION EXPENSES: $50,010 was paid in the current period as part of the exploration or acquisition expenses of the Iowa Canyon acquisition in Nevada but no such costs were expended in the similar quarter ended November 30, 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $57,010 and $0 (nil) respectively. For the period May 17, 2006 (inception) through May 31, 2010, All American has incurred $57,010 in total on expenses in the acquisition of the option or exploration of the Iowa Canyon property. On January 12, 2012, the Board of Directors decided not to proceed further with the Iowa Canyon property at this time. The decision was made to instead focus our resources on our two primary targets – the Belleville and Goldfield West projects. At this point there will be no further expenditures made in regards to the Iowa Canyon property.

RESOURCE PROPERTY EXPLORATION EXPENSES - CHINA: All American did not incur any costs in regards to the Gao Feng property in China during the current quarter or for the similar period in 2010. 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 the property. The option on this project has been terminated and no further expenses will be incurred.

BANK CHARGES: All American incurred $101 in bank or related fees for the quarter ended on November 30, 2011, and $452 for the similar period in 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $340 and $452 respectively. From inception on May 17, 2006, we have incurred a total of $2,003 in bank charges. This cost category should generally have little variance between quarters.

LOSS ON CURRENCY EXCHANGE: All American lost $0 (nil) in currency exchange in the quarter ended on November 30, 2011 and $0 (nil) for the similar quarter in 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $504 and $0 (nil) respectively. From inception on May 17, 2006, to November 30, 2011, we have incurred a total of $1,233 in losses on currency exchange.

INTEREST EXPENSE ON PROMISSORY NOTES: In April, 2010 a director, through a wholly owned corporation loaned $20,000 to All American in the form of a promissory note which bears interest at the rate of 5% and was due and payable on April 30, 2011; he subsequently agreed to extend the term of the note to two years which will make the note payable on April 30, 2012. In subsequent quarters he added $20,000 to that note yielding a total payable under the note of $40,000 at the end of the current quarter. During the quarter we incurred $249 for the interest due on the advance. During the similar period in 2010 there were $249 in such charges or accruals. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $501 and $501 respectively. From inception on May 17, 2006, we have incurred a total of $3,145 in interest payable on advances made by related parties. In the future this cost category will change based on whether there are advances or loans from related parties.


INTEREST EXPENSE ON CONVERTIBLE NOTE: On November 10, 2010, the Corporation issued $350,000 in non-interest bearing convertible notes to a single creditor in exchange for cash proceeds used to make the payment due to TAC Gold under the Goldfields option agreement in the amount of $300,000 as well as $50,000 which was allocated to working capital. All or any portion of the amounts due under the convertible notes, which were to mature on August 23, 2015, could be converted at any time, at the option of the holder, into common shares of the Corporation 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 Corporation receives notice of conversion of the convertible notes. In accordance with ASC 470-20, the Corporation determined that there was a beneficial conversion feature on the convertible notes with an intrinsic value of $118,500. The Corporation recorded $118,500 as additional paid-in capital and reduced the carrying value of the convertible notes to $237,000. The carrying values of the convertible notes are to be accreted over the term of the convertible notes up to their face value of $355,500. During the period ended November 30, 2011, the Corporation accreted interest of $0 (nil) for the similar period in 2010, the amount accreted was $3,237. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $2,542 and $3,237 respectively. From inception on May 17, 2006, we have incurred a total of $12,843 in interest accretable on such notes. During the preceding quarter, the holder of the debenture elected to convert $350,000 of the debenture to common shares on July 13, 2011, resulting in the issuance of 875,000 common shares with the balance of $500 being converted to a short term non-interest bearing loan with no repayment terms.

CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses (for contributed administrative costs) were incurred for the quarters ended November 30, 2011, and 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $0 (nil) and $0 (nil) respectively. A total of $300 has been incurred in the period from inception on May 17, 2006, to November 30, 2011. All contributed expenses are reported as contributed costs with a corresponding credit to additional paid-in capital.

CONSULTING FEES: On July 1, 2011, the Corporation entered into a consulting agreement with Gaspar R. Gonzalez, our treasurer and a director, for a term of 36 months, whereby Mr. Gonzalez has agreed to manage the financial affairs of the Corporation. As compensation, we have agreed to pay him $1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement and have issued 2,000,000 shares of the Corporation’s common stock valued at the last trading price prior to entering into the agreement of $0.50 per share. We incurred $3,000 in consulting fees for the quarter ended November 30, 2011, and $0 (nil) for the quarter ended November 30, 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $3,000 and $0 (nil) respectively. For the period May 17, 2006 (inception), through November 30, 2011, $22,500 was recorded for such costs. This category will vary from year to year dependent on corporate capital raising and potential acquisition activities.

OFFICE EXPENSES: $9,485 in office expenses were incurred in the quarter ended November 30, 2011, and $1,436 in the similar period in 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $12,511 and $1,436 respectively. For the period May 17, 2006 (inception), through November 30, 2011, a total of $33,216 has been spent on office related expenses. Cost items included encompass telephone, facsimile, courier, photocopying, postage, website design and operation and general office expenses and services. This category will vary based on overall business activity as well as financing activities.


ORGANIZATIONAL COSTS: No charges for organizational costs were incurred for the quarters ended on November 30, 2011, and 2010 or for the six month periods ended on November 30, 2011 and 2010. 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 $4,532 in professional fees for the quarter ended on November 30, 2011, and $13,715 for the 2010 period. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $10,589 and $15,881 respectively. From inception on May 17, 2006, we have incurred a total of $95,924 in professional fees mainly spent on legal and accounting matters. This cost category will vary in spending depending on legal, accounting and new business activities.

CORPORATE SERVICES: We incurred $0 (nil) corporate service fees for the quarters ended on November 30, 2011, and $1,000 for the quarter ended on November 30, 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $0 (nil) and $1,000 respectively. From inception on May 17, 2006, we have incurred a total of $5,000 in corporate service fees.

PUBLIC RELATIONS: All American incurred $1,817 in public relations and related costs for the quarters ended on November 30, 2011, and $3,348 for the similar period in 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $9,317 and $3,348 respectively. From inception on May 17, 2006, we have incurred a total of $14,836 in public relations fees.

INVESTOR RELATIONS: All American incurred $15,000 in investor relations and related costs for the quarters ended on November 30, 2011, and $0 (nil) for the similar period in 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $30,000 and $0 (nil) respectively. From inception on May 17, 2006, we have incurred a total of $30,000 in investor relations fees.

REGISTRATION AND FILING FEES: All American incurred $2,578 in registration and filing fee expenses for the quarter ended on November 30, 2011, and $9,785 for the similar period in 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $6,930 and $10,828 respectively. From inception on May 17, 2006, we have incurred a total of $29,113 in registration and filing fees. This cost category will vary depending on the capital raising activities of the Corporation but otherwise consists of the cost of filing our annual, quarterly and other reports and general meeting information on EDGAR.

MANAGEMENT FEES AND COMPENSATION: On January 1, 2009, we entered into a management services agreement with James Yiu, our former senior officer and director to manage the affairs of All American through the payment of HK $5,000 per month (approximately US $645) which agreement was terminated on December 31, 2009. On December 1, 2010, the Corporation entered into a consulting agreement with Brent Welke, our president and a director, for a term of 36 months, whereby Mr. Welke has agreed to manage the general affairs of the Corporation. As compensation, we have agreed to pay Mr. Welke $1,000 on the first day of each of the 36 months, pursuant to the terms of the consulting agreement and have issued 2,500,000 shares of the Corporation’s common stock valued at the last issuance price of $0.005 per share. We incurred $3,000 in management fee costs in the current quarter while $0 (nil) was incurred for the quarter ended November 30, 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $1,008,000 and $0 (nil) respectively. For the period May 17, 2006 (inception), through May 31, 2010, All American has incurred $1,034,477 on such expenses.

TRANSFER AGENT FEES: $800 was spent on transfer agent costs and attendant expenses in the quarter ended November 30, 2011, while $1,622 was spent in the similar period of 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $4,825 and $2,122 respectively. For the period May 17, 2006 (inception), through May 31, 2010, a total of $14,029 has been spent on transfer agent expenses.


TRAVEL AND MEAL EXPENSES: $2,580 was spent in travel and meal costs in the quarter ended on November 30, 2011, and $284 was spent in the similar quarter of 2010. For the six month periods ended November 30, 2011, and November 30, 2010, the comparative values were $2,581 and $284 respectively. For the period May 17, 2006 (inception), through November 30, 2011, a total of $9,598 has been spent on travel and meal expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the three month periods ended November 30, 2011, and November 30, 2010, the comparative values were $447,105 and $338,562 respectively. A total of $951,692 in net cash has been used for the period from inception on May 17, 2006, to November 30, 2011.

INCOME TAX PROVISION: As a result of operating losses, there has been no provision for the payment of income taxes to date in 2010 – 2011 or from the date of inception.

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

Plan of Operation

All American believes we can satisfy our cash requirements for the current fiscal year end of May 31, 2012, with the proceeds of recent private placements of our securities. As of November 30, 2011, we had a deficiency of $3,044 in working capital. We are currently working with interested parties to secure all the financing necessary for the planned exploration programs on our Nevada projects through the next year along with adequate working capital to support our non-exploration activities.

For the balance of the current fiscal year to May 31, 2012, we will concentrate our efforts on the exploration of the Belleville and Goldfield West properties.

Currently the Goldfields West project is BLM permitted on 21 drill holes of which two have been completed. Based on the encouraging results of that work the corporation is moving forward with drilling the next targets. It is also moving forward with its business plan by moving drill rigs onto two target areas on the Belleville property based on the results and recommendations of the engineering report on the property. Drilling commenced in September, 2011 and will target major structures which may host high-grade quartz-sulphide-gold veins similar to those in the main Goldfield district. The drilling program ran into some technical difficulties with the drilling equipment and only a portion of the projected drill plan has been completed to the date of this report. We are expecting results of the work performed to date in January or February, 2012. A total of 1,550 to 2,000 meters of RC drilling is planned at six drill sites located in both the northern and southern parts of the property. At the South target, interpretation of geophysical surveys has identified an 800 meter long nearly north-south structure. One hole, drilled in 2010, identified minor veinlets of quartz/pyrite/alunite and gold values up to 1.45 g/t over 1.5 meters. Two fences consisting of three angle drill holes spaced roughly 100 feet apart will attempt to penetrate the fault identified by the geophysical surveys. At Nevada Eagle in the northern part of the property, drill holes will target an interpreted broad north-south trending structure which appears to host an intrusive dike. Two or three additional angle holes are planned to test the geophysical anomaly. All of the drill holes will be angled across the interpreted structures, supervised and logged by an independent geologist. Drill samples will be collected on 1.5 meter lengths and shipped to ALS Chemex in Reno, Nevada for analysis of gold and silver content.

Drilling was initiated on September 24, 2011 at Goldfield West (GFW) using a reverse circulation (RC) drill rig where a total of five angled RC holes totaling 3,510 feet were drilled and completed on October 20, 2011. Two east-west fences of two holes each were drilled in the South target attempting to identify major feeder faults interpreted from geophysical surveys conducted over the area. The two fences are 330 feet (100 meters) apart. A fifth hole was drilled 4,500 feet north near a historic hole containing a significant thickness of anomalous gold. Geochemical results are nearly all in hand and result tabulation, cross section construction and interpretation are in progress A total of 1,550 to 2,000 meters of RC drilling is planned at six drill sites located in both the northern and southern parts of the property.


After geologic mapping and geochemical sampling was completed on the Belleville property, a Gradient IP-Resistivity and Ground Magnetic survey of the area was commissioned. The survey found a possible extension of one of the shear zones under pediment cover. The anomaly is roughly 1,000 feet long. We plan to test the geophysical anomaly with angled reverse circulation (RC) drilling from two drill sites later in the fall of 2011. A total of 1,500 to 2,000 feet of drilling is planned.

Drilling was initiated at the Belleville project on December 5, 2011. The plan is to drill two to four angle drill holes into a pediment covered geophysical anomaly interpreted to be a buried structure, which could be mineralized, similar to nearby veins within the exposed mountain range. The first hole, drilled at -45 degrees using an RC rig, was lost after drilling 120 feet of alluvium. A second hole at -60 degrees was attempted and was also lost before reaching bedrock. The alluvium is much thicker than the geophysicist who did the interpretation believed. Drilling will resume shortly after the first of the year after acquisition of casing equipment needed to drill through thick gravel cover. Drilling is expected to be completed by late January. Assays and a report on the drilling program are not expected until the spring.

On January 12, 2012, the Board of Directors decided not to proceed further with the Iowa Canyon property at this time because raising the required funds would strain or jeopardize our ability to secure the funds that we require to continue moving forward with our two primary targets – the Belleville and Goldfield West projects. At this point there will be no further expenditures made in regards to the Iowa Canyon property.

Following industry trends and demands we are also considering the acquisition of other properties and projects of merit. A public offering would be needed during a subsequent period to do so.

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

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

Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2011 – 2012. Management projects that we may require up to $250,000 to fund ongoing operating expenses and working capital requirements for the next twelve months, broken down as follows:

Operating expenses $  50,000  
Additional Belleville Drill Costs   50,000  
Iowa Canyon costs   150,000  
Working Capital   50,000  
Total $ 300,000  

As at November 30, 2011, we had a working capital deficit of $3,044. We do not anticipate that we will be able to satisfy any of these funding requirements internally until we significantly increase our revenues.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2011, our independent public accountants included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional notes describing the circumstances that lead to this disclosure by our independent auditors. There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders.


Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

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

Liquidity and Capital Resources

For the quarter ended November 30, 2011, we have yet to generate any revenues from operations.

Since inception, we have used our common stock, advances from related parties and convertible debentures to raise money for our optioned acquisitions and for corporate expenses. Net cash provided by financing activities from inception on May 17, 2006, to November 30, 2011, was $999,500 as a result of gross proceeds received from sales of our common stock (less offering costs) ($599,000), an advance in the form of a promissory note from a related party ($40,000), a non interest bearing loan ($10,500) and a convertible debenture in the amount of $350,000.

We issued 5,000,000 shares of common stock through a Section 4(2) offering in May, 2006 for cash consideration of $5,000. We issued 2,200,000 shares through a Rule 903 Regulation S offering in April, 2007 for cash consideration of $22,000 to a total of 8 placees. In 2009, we issued 1,840,000 shares through an S-1 registration statement to 43 investors for cash consideration of $96,000. In December, 2010, we issued 2,500,000 shares under a consulting agreement through a Section 4(2) exemption to a director and officer. In the preceding quarter we issued 2,000,000 shares under a consulting agreement through a Section 4(2) exemption to a director and officer. In the quarter under review we issued 400,000 shares through a Rule 903, Regulation S exemption as a private placement of our securities to a single placee and issued 19,455 shares under a Section 4(2) exemption to our joint venture partner to reimburse them for shares they issued under the various option agreements for the Goldfield and Belleville properties.

As of November 30, 2011, our total assets consisted entirely of cash and prepaid expenses in the amount of $51,583 while our total liabilities were $54,627. Working capital stood at a deficit of $3,044.

For the quarter ended November 30, 2011, the net loss was $374,060 ($0.00 per share) while for November 30, 2010, the net loss was $35,128 ($0.00 per share). The loss per share was based on a weighted average of 96,565,422 common shares outstanding for the current quarter and 90,400,000 for the quarter ended November 30, 2010. The net loss from May 17, 2006 (inception), to November 30, 2011, is $1,995,873.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended November 30, 2011. 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, 2011, there were no changes in the Corporation's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

All American had 96,594,455 shares of common stock issued and outstanding as of the date of this report. Of these shares, approximately 54,500,000 shares are held by affiliates of the Corporation; none of those shares can be resold in compliance with the limitations of Rule 144 as adopted by the Securities Act.

In general, under Rule 144, a person who has beneficially owned shares privately acquired directly or indirectly from us or from one of our affiliates, for at least one year, or who is an affiliate, is entitled to sell, within any three-month period, a number of shares that do not exceed the greater of (1) the average weekly trading volume in our shares during the four calendar weeks preceding such sale or (2) 1% of the then outstanding shares. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us. A person who is not deemed to have been an affiliate at any time during the 90 days preceding the sale, and who has beneficially owned restricted shares for at least two years, is entitled to sell all such shares under Rule 144 without regard to the volume limitations, current public information requirements, manner of sale provisions or notice requirements.

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


Item 3. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on May 17, 2006, to November 30, 2011, was $999,500 as a result of proceeds received from sales of our common stock, convertible debenture, an advance from a related party and lines of credit & promissory notes. During that same period, the following table indicates how the proceeds have been spent to date:

$  -  
Exploration mining property – China   20,000  
Exploration mining property – Goldfield - USA   454,374  
Exploration mining property – Belleville - USA   155,972  
Exploration mining property – Iowa Canyon - USA   57,010  
Bank charges   2,003  
Loss on currency exchange   1,233  
Interest expense – promissory note   3,145  
Interest expense – convertible note   12,843  
Contributed administrative support   300  
Consulting   22,500  
Office   33,216  
Organizational costs   300  
Professional fees   95,924  
Corporate services   5,000  
Public relations   14,836  
Investor relations   30,000  
Registration and filing fees   29,113  
Management fees   1,034,477  
Transfer agent fees   14,029  
Travel and meals   9,598  
       
Total expenses   1,995,873  

Common Stock

During the three-month period ended November 30, 2011, 400,000 shares were issued through a private placement under a Rule 903 Regulation S offering in September, 2011 for cash consideration of $280,000 The shares are exempted from registration under Rule 903 of Regulation S of the Securities Act. The shares were valued at the last quoted price of $0.70 per share on the date of the agreement.

On October 3, 2011, we issued 19,455 shares of our common stock to satisfy the annualized obligations of the Nevada option agreements on the Belleville and Goldfields West properties to TAC Gold to reimburse them for the equivalent dollar value ($18,186) of shares of TAC issued to Minquest Inc. under the underlying agreements to the option agreements between the Company and TAC at a deemed price of $0.51 per share which reflected the average closing price of the Company’s stock on the OTC-BB for the ten days prior to the issuance. We issued the shares in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act.

As of November 30, 2011, there were 96,594,455 shares issued and outstanding. No other shares were issued during the quarter under consideration.

Options

No options were granted during the three- or six-month periods ending November 30, 2011.

Code of Ethics

The Board of Directors on April 22, 2007, adopted a formal written Code of Business Conduct and Ethics and Compliance Program for all officers, directors and senior employees. A copy of the Code of Business Conduct and Ethics is available upon written request by any person without charge. To obtain a copy, an interested party should contact our offices by telephone at (317) 926-4653 or write to 700 North High School Road, Suite 203, Indianapolis, Indiana 46214.


Web Site

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

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended November 30, 2011:

  • September 8, 2011 – Unregistered Sale of Equity Securities – On September 5,2011, we issued 400,000 shares of our common stock in a private placement, raising gross proceeds of $280,000, at a price of $0.70 per common share. We have issued the shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

  • September 9, 2011 – Update to Drilling Programs for Fall, 2011 – Drilling Plan for Goldfield West and Belleville Projects, Nevada
    Drilling will commence in September, 2011, on the Goldfield West project, located approximately 4.5 miles west of Goldfield in Esmeralda County, Nevada and will target major structures which may host high-grade quartz-sulfide-gold veins similar to those in the main Goldfield district. A total of 1,550 to 2,000 meters of RC drilling is planned at six drill sites located in both the northern and southern parts of the property.

    At the South target, interpretation of geophysical surveys has identified an 800 meter long nearly north-south structure. One hole, drilled in 2010, identified minor veinlets of quartz/pyrite/alunite and gold values up to 1.45 g/t over 1.5 meters. Two fences consisting of three angle drill holes spaced roughly 100 feet apart will attempt to penetrate the fault identified by the geophysical surveys. At Nevada Eagle in the northern part of the property, drill holes will target an interpreted broad north-south trending structure which appears to host an intrusive dike. Two or three additional angle holes are planned to test the geophysical anomaly. All of the drill holes will be angled across the interpreted structures, supervised and logged by an independent geologist. Drill samples will be collected on 1.5 meter lengths and shipped to ALS Chemex in Reno, Nevada for analysis of gold and silver content.

    All American plans to test the geophysical anomaly on the Belleville Project, located approximately 175 miles south-southeast of Reno, with angled reverse circulation (RC) drilling from two drill sites later in the fall of 2011. A total of 1,500 to 2,000 feet of drilling is planned.

    Exposed rocks at Belleville include meta-sediments, meta-volcanics and a granite intrusion of late Mesozoic age. Several old prospect pits and adits are developed along two semi-parallel shear zones which trend northeast-southwest. The shears contain quartz veins, stockworks and varying amounts of iron and copper minerals. Rock chip samples from the shallow workings revealed as much as 53 parts per million (ppm) gold. Although these shears are rarely more than a few feet wide, they persist for at least 1000 feet along strike before being buried by pediment cover. After geologic mapping and geochemical sampling was completed, a Gradient IP-Resistivity and Ground Magnetic survey of the area was commissioned. The survey found a possible extension of one of the shear zones under pediment cover. The anomaly is roughly 1,000 feet long.

  • September 15, 2011 – Entry into a Material Definitive Agreement – On September 9, 2011 we entered into an option agreement (the “TAC Agreement”) with TAC Gold Inc. (“TAC”) in regards to the acquisition of a 15% interest in a mineral exploration property known as the “Iowa Canyon” property, located in Lander County, Nevada. TAC holds an underlying option agreement from Minquest Inc. (“Minquest”) to acquire a 100% interest in the property pursuant to a Mineral Property Option Agreement dated April 6, 2010, as amended on April 6, 2011 (collectively the “Underlying Option Agreement”). In consideration of the 15% interest in the Iowa Canyon property, we have paid to TAC the sum of $50,000 concurrently with the execution and delivery of the agreement and are obliged to pay an additional $50,000 within 60 days of the execution and delivery of the agreement in order to avoid default.

   
  Canyon” property, located in Lander County, Nevada. TAC holds an underlying option agreement from Minquest Inc. (“Minquest”) to acquire a 100% interest in the property pursuant to a Mineral Property Option Agreement dated April 6, 2010, as amended on April 6, 2011 (collectively the “Underlying Option Agreement”). In consideration of the 15% interest in the Iowa Canyon property, we have paid to TAC the sum of $50,000 concurrently with the execution and delivery of the agreement and are obliged to pay an additional $50,000 within 60 days of the execution and delivery of the agreement in order to avoid default.
     
  Pursuant to the terms of the TAC Agreement, we have assumed 15% of the obligations of TAC under the Underlying Option Agreement with Minquest. These obligations include:
  · Making payments in the aggregate amount of $39,000 in annual periodic payments ranging from $4,500 to $10,500, through the seventh anniversary of the Underlying Option Agreement.
  · Incurring exploration expenditures in the minimum aggregate amount of $300,000 in annual amounts ranging from $30,000 to $75,000, through the seventh anniversary of the Underlying Option Agreement.
  · Reimbursing TAC in cash in an amount equal to 15% of the weighted average trading price multiplied by the number of TAC shares that are issued to Minquest pursuant to the Underlying Option Agreement. TAC is required to make share issuances in the aggregate of 825,000 shares to Minquest under the terms of the Underlying Option Agreement from time to time over the term of the agreement. The common shares of TAC are listed for trading on the Canadian National Stock Exchange.
     
  Pursuant to TAC Agreement we will also have the option to acquire an additional 25% interest in the Iowa Canyon property by paying an additional $3,000,000 to TAC no later than 60 days prior to the expiry of the one year anniversary of the agreement. If this additional option is exercised, we will assume the obligations of TAC under its Underlying Option Agreement with Minquest:
  · Making payments in the aggregate amount of $96,500 in annual instalments ranging from $4,500 to $28,000, through the seventh anniversary of the Underlying Option Agreement.
  · Incurring exploration expenditures in the aggregate amount of a minimum of $750,000 in annual amounts ranging from $30,000 to $200,000, through the seventh anniversary of the Underlying Option Agreement.
     
  If the additional option is not exercised within the above time period, TAC has one year following our acquisition of the15% interest to repurchase that interest by reimbursing to us the costs of any exploration expenditures and the dollar value of the share considerations incurred plus 10%.
     
  Iowa Canyon Project Description
   
  The property is located in Lander County, Nevada in Sections 25, 26, 35 and 36, Township 23 North, Range 44 East, and Sections 19, 30 and 31, Township 23 North, Range 45 East; approximately 30 miles southeast of the Cortez Hills deposit and 20 miles southwest of the Cove- McCoy mine at the south end of the Carico Lake Valley. It is easily accessible via paved highways, gravel roads and dirt roads. The Iowa Canyon property consists of 155 unpatented mining claims covering about 5 square miles. Several small internal claims groups of foreign ownership exist within the claim boundaries, but do not impact the majority of the targets. The area has documented historic production of fluorite, turquoise and placer gold. Exploration for barite, molybdenum and disseminated gold is relatively new, occurring within the past 20 years. Recent exploration efforts have discovered multiple episodes of precious metals mineralization over a district-wide scale (nine square miles). 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. The host rocks are structurally prepared, permeable and\or adjacent to dikes and sills that acted as conduits for mineralizing fluids. Late stage mineralization in the form of gold-silver-arsenic-antimony-mercury is zoned outward from a porphyritic quartz monzonite stock of late Cretaceous age. The stock is responsible for early stage molybdenum-tungsten-fluorite and


    Historic Activity

    Modern gold exploration was initiated in the early 1980’s when Marathon Oil identified the Chem Hill prospect. Mines Management leased the project in 1985 from Marathon and drilled 20 holes, 15 of which were on Chem Hill. Echo Bay leased the project from Mines Management in 1990 and drilled an additional 12 holes attempting to expand the resource. This work expanded the footprint of the mineralized zone. Kennecott, through a grubstake with Brancote Minerals U.S. identified gold and silver mineralization hosted in upper and lower plate sediments south of the Echo Bay discovery. After Kennecott pulled out of the project, Hemlo Gold acquired the southern portion of the property exploring the area from 1992 to 1996. During this period Hemlo personnel identified at least 8 areas of anomalous gold through detailed mapping, collection of 1200 rock samples, 700 soil samples and 130 stream samples. This program culminated in seventeen widely spaced RC drill holes for a total of 12,140 feet. Although no significant resource was identified, anomalous to ore grade gold was intersected in 5 of the 17 holes. During this same period North Mining leased and drilled the Chem area. Eighteen holes were completed for a total of 9,045 feet. North’s holes were widely spaced within the pediment around Chem Hill. The drilling identified several areas of covered alteration and mineralization. Carlin Gold drilled an additional 12 holes for 6,212 feet, testing three areas within the pediment. Significantly, five holes with anomalous gold drilled by Carlin were all located along the northwest trend between Chem Hill and Jasperoid Hill within the confines of the company’s property position.

  • September 15, 2011 – Appointment of Certain Officers and Directors; Departure of Certain Officers and Directors – On September 14, 2011, we received the resignation of Ma Cheng Ji as a director of the Corporation. Mr. Ma’s resignation was not the result of any disagreements with the Company regarding its operations, policies, practices or otherwise but rather as a result of the Corporation no longer being involved in operations in China and other personal and business reasons.
    As of the date of this periodic report, our Board of Directors is comprised of Messrs. Brent Welke and Dr. Gaspar R. Gonzalez.

Subsequent Events

On January 12, 2012, the Board of Directors decided not to proceed further with the Iowa Canyon property at this time. The decision was made to instead focus our resources on our two primary targets – the Belleville and Goldfield West projects. At this point there will be no further expenditures made in regards to the Iowa Canyon property.

There 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.


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 17, 2012.
   
  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/ “Gaspar R. Gonzalez”
     
    GASPAR R. GONZALEZ, Treasurer and Director (Principal Financial
    Officer and Chief Financial Officer)