---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended MAY 31, 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.(Exact name of small business issuer in its charter)

|Wyoming                                                  | 26-0665571                          
|-------------------------------------------------------- | ------------------------------------
|(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                         |                                     
|700 North High School Road, Suite 203                    |                                     
|Indianapolis, IN 46214                                   | _____________________               
|(Address of principal executive offices)                 | (Zip Code)                          

Issuers telephone number: (317) 926-4653 or (888)
755-9766

Issuers Web site: www.allamericangoldcorp.com

Issuers email address: allamericangoldcorp@gmail.com      or       info@allamericangoldcorp.com

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 if the registrant is a well-known
seasoned issuer as defined by Rule 405 of the Securities Act Yes
[   ]     No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Rule 13 or Section 15(d) of the Act Yes [  
]     No [X]

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 has submitted
electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant Rule 405 of Regulation
S-T (s 220.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [X]     No [   ]

Check if disclosure of delinquent filers in response to Item 405
of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [   ]

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

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


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

Issuer's revenues for its current fiscal year: $0.

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed
fiscal quarter: 40,400,000 common shares at $0.10 = $4,040,000.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date. 96,175,000 common
shares issued and outstanding as of the date of this report.

Transitional Small Business Disclosure Format (Check one):
Yes [   ]     No [X]

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2

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K into which the document is incorporated:
(1) any annual report to shareholders; (2) Any proxy or information statement
and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities
Act of 1933:

S-1 Registration Statement dated
September 05, 2008 including audited financial statements to May 31, 2010;
Exhibit 3.1 (Articles of Incorporation) dated May 17 2006, filed as an exhibit
to All Americans Form S-1; Exhibit 3.2 (Bylaws) dated May 31 2006, filed as an
exhibit to All Americans Form S-1; Exhibit 10.1 (Option To Purchase And Royalty
Agreement between All American Gold Corp. and Jiujiang Gao Feng Mining Industry
Limited Company) dated April 22 2007, filed as an exhibit to All Americans Form
S-1; Exhibit 10.2 (Code Of Business Conduct & Ethics and Compliance Program)
dated April 22 2007 filed as an exhibit to All Americans Form S-1; Exhibit 10.3
(First Amendment to Option to Purchase and Royalty Agreement) dated May 15 2010
incorporated by reference from our Annual Report on Form 10K filed on August 29,
2010;

Form 14A Information Circular and Proxy
dated November 1, 2010 pertaining to the Corporations annual general meeting
held in Hong Kong on November 26, 2010;

Schedule Def 14C Information Statement
dated September 22, 2010, and filed on September 27, 2010, regarding amending
our Articles of Incorporation to change the name of Osprey Ventures to All
American Gold Corp., amending our Articles of Incorporation to effect a ten
(10) new for one (1) old forward stock split of our issued and outstanding
common stock and amending our Articles of Incorporation to increase our
authorized number of shares of common stock from 200 million shares to 800
million shares of common stock.

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3

TABLE OF CONTENTS

Item
      1
    Description
      of BusinessItem
      1A
    Risk
      FactorsItem
      1B
    Unresolved
      Staff CommentsItem
      2
    PropertiesItem
      3
    Legal
      ProceedingsItem
      4
    Submission
      of Matters to a Vote of Security HoldersItem
      5
    Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity SecuritiesItem
      6
    Selected
      Financial DataItem
      7
    Managements
      Discussion and Analysis of Financial Condition and Results of OperationsItem
      7A
    Quantitative
      and Qualitative Disclosure of Market RiskItem
      8
    Financial
      Statements and Supplementary DataItem
      9
    Changes
      in and Disagreements With Accountants on Accounting and Financial
      DisclosureItem
      9A(T)
    Controls
      and ProceduresItem
      9B
    Other
      InformationItem
      10.
    Directors,
      Executive Officers and Corporate GovernanceItem
      11
    Executive
      CompensationItem
      12
    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder MattersItem
      13
    Certain
      Relationships and Related Transactions, and Director IndependenceItem
      14
    Principal
      Accountant Fees and ServicesPart
      15
    Exhibits,
      Financial Statements and Schedules


Cautionary Statement Regarding Forward-Looking
Statements

This annual 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 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
Risk Factors beginning on page 5, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. References to common shares refer to common shares in our
capital stock.

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4

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 claims we hold
or may have under option. Further exploration and/or drilling will be required
before a final evaluation as to the economic and legal feasibility of our
projects is determined.

Glossary of Exploration Terms

The following terms, when used in this report, have the
respective meanings specified below:

|Development     | Preparation of a mineral deposit for commercial
      production, including installation of plant and machinery and the
      construction of all related facilities. The development of a mineral
      deposit can onlybe made after a commercially viable mineral
      deposit, a reserve, has been appropriately evaluated as economically and
      legally feasible.
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Diamond drill   | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.         
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Exploration     | Prospecting, trenching, mapping, sampling, geochemistry,
      geophysics, diamond drilling and other work involved in searching for
      mineral bodies.                                                                                                                                                                                                                 
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Geochemistry    | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and migration of the individual
      elements in the various parts of the earth.                                                                                                         
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                                                           
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                                                                  
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure & characteristic chemical
      composition, crystal form & physical properties.                                                                                                                                                                                            
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Mineral Reserve | A mineral reserve is that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination.                                                                                                                                                                                                    
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Mineralization  | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                                                        
|                |                                                                                                                                                                                                                                                                                                                                                                            
|Oxide           | Mineralized rock in which some of the original minerals,
      usually sulphide, have been oxidized. Oxidation tends to make the mineral
      more porous and permits a more complete permeation of cyanide solutions so
      that minute particles of gold in the interior of the minerals will be more
      readily dissolved.                                        

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5

PART I

Item 1.     Description of Business.

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 an 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, IN 46214. Our telephone number is (317) 926-4653 or (888) 755-9766
and our e-mail addresses are allamericangoldcorp@gmail.com or
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 company engaged in the search for gold and related
minerals. There is no assurance that a commercially viable mineral deposit, a
reserve, exists in our mineral property(ies) 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.

Our Current Business  Mineral Exploration 
  Mining Projects

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

On August 23, 2010, we entered into three 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:

- A 70% interest in a mineral exploration property called the Belleville
  property in Mineral County, Nevada subject to our making certain payments,
  share issuances and exploration expenditures through 2016. 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);
- A 35% interest in a mineral exploration property called the Goldfield
  West property in Esmeralda County, Nevada subject to our making certain
  payments, share issuances and exploration expenditures through 2017. TAC has
  an underlying option agreement with Minquest Inc. for the acquisition of a
  100% interest in the property; and
- A right of first refusal on an exploration property called the Iowa
  Canyon property in Lander County, Nevada for period of 121⁄2 months to
  September 9, 2011, as amended on August 10, 2011.

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



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6

Belleville Property - Mineral County, Nevada

Pursuant to the terms of the 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
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
    (70% of total)
    
    (70% of total)Anniversary Date
    Payment
    Share Issuance
    Property ExpenditureAugust 4, 2010
    Paid by TAC
    Paid by TAC
    Paid by TACAugust 4, 2011
    $20,000
    TBD
    $120,000August 4, 2012
    $30,000
    TBD
    $150,000August 4, 2013
    $30,000
    TBD
    $200,000August 4, 2014
    $40,000
    TBD
    $200,000August 4, 2015
    $50,000
    TBD
    $250,000August 4, 2016
    $0
    TBD
    $400,000TOTALS
    $170,000
    
    $1,320,000


Technically we are in default of the agreement for not having
issued shares to TAC and for not having paid the $120,000 property expenditure.
However, TAC has not yet submitted the appropriate documentation for their share
issuance to Minquest so we currently do not have a basis upon which to make our
share issuance to TAC. We have been informed that TAC will complete their
submission by the end of the first full week of September at which time we
intend to make our payment to TAC. Further, we are still awaiting a formalized
exploration program from TAC, Minquest and their engineers as to the planned
exploration program for the current work season; we expect to be in a position
to move forward in September, 2011 and will make whatever expenditures are
required at that time. In the event that we elected to terminate the agreement,
no payment or share issues would be required to be made. Should TAC fail to
issue the shares under its agreements with Minquest or fail to make its required
property expenditures, All American would either have to negotiate with Minquest
and form a new agreement between Minquest and All American or terminate the
agreement and lose our interest in the property or make some other mutually
agreeable arrangement with the parties involved.

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 10
unpatented mining claims spanning 74 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.

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7

To date, exploration efforts at Belleville have consisted of a
mapping and sampling program, geophysical surveys, and a limited reverse
circulation drilling program completed in 2009. Three potential drill targets
have been identified, one of which is the set of gold bearing shear 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.

We are reviewing the results of the past drilling and
exploration programs Drilling of the first phase is planned for late September,
2011 but a specific date has not, as yet, been determined. We are working with
TAC and their JV partner Minquest on the development of a time line for the
drilling program.

Goldfields West Property, Esmeralda County, Nevada

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

- Making payments in the aggregate amount of $398,000 in annual periodic
  payments ranging from $7,000 to $24,500, to the seventh anniversary of the
  underlying option agreement and initial payments totalling $307,000 (paid);
  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 (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 is required to make certain share issuances to
Minquest under the terms of the option agreement between them (1,000,000 shares
periodically over the terms of the agreements). 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 Goldfields West
agreement is as follows:

All Americans Portion
    (35% of total)
    
    (35% of total)Anniversary Date
    Payment
    Share Issuance
    Property ExpenditureSeptember 14, 2010
    $200,000 (paid)
    Nil
    NilNovember 21, 2010
    $100,000 (paid)
    Nil
    NilJanuary 20, 2011
    $7,000 (paid) *
    TBD
    $70,000January 20, 2012
    $10,500
    TBD
    $70,000January 20, 2013
    $10,500
    TBD
    $87,500January 20, 2014
    $14,000
    TBD
    $105,000January 20, 2015
    $14,000
    TBD
    $122,500January 20, 2016
    $17,500
    TBD
    $140,000January 20, 2017
    $24,500
    TBD
    $175,000TOTALS
    $398,000
    
    $770,000


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

Technically we are in default of the option agreement for not
having issued shares to TAC and for not having made the $70,000 property
expenditure. However, TAC has not yet submitted documentation for their share
issuance to Minquest so we currently do not have a basis upon which to make our
share issuance to TAC. We have been informed that TAC will complete their
submission by the end of the first full week of September at which time we
intend to make our payment to TAC. Further, we are still awaiting a formalized
exploration program from TAC, Minquest and their engineers as to the planned
exploration program for the current work season; we expect to be in a position
to move forward in mid-September, 2011 and will make whatever expenditures are
required at that time. In the event that we elected to terminate the option agreement, no payment or share issues
would be required to be made. Should TAC fail to issue the shares under its
agreements with Minquest or fail to make its required property expenditures, All
American would either have to negotiate with Minquest and form a new option
agreement between Minquest and All American or terminate the option and lose our
interest in the property or make some other mutually agreeable arrangement with
the parties involved.

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8

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; approximately 3 miles west of the town of Goldfield and
adjacent to International Minerals (IMZ) Goldfield properties. It is easily
accessed via well graded dirt roads.

Geologically, the Goldfield West property encompasses an area
of Tertiary volcanic and volcanoclastic rocks. The USGS and several mineral
exploration companies hypothesize that the western edge of a caldera rim runs
through the property. 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.

We believe that the property has the potential to host a gold
resource in these Tertiary age volcanic and volcanoclastic rocks. 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 1,200 to
1,500 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 while 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. The technical information
in this drill program has been reviewed and approved by Mr. Richard Kern, B.Sc.,
M.Sc., P. Geo., Registered Geologist - Nevada & California; a qualified
person, as defined by Canadian National Instrument 43-101, Standards for
Disclosure of Mineral Projects, unless otherwise noted.

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. A work program which is scheduled to begin in mid September is
currently being established. 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 and Minquest.

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9

Iowa Canyon Property

We also hold a right of first refusal on an exploration
property called the Iowa Canyon property in Lander County, Nevada through to
August 23, 2011, which is located approximately 30 miles southeast of the Cortez
Hills deposit and within 20 miles of the Cove-McCoy mine.

The Iowa Canyon property represents a nearly untested
exploration opportunity. Recent exploration efforts have discovered multiple
episodes of precious metals mineralization over a district-wide scale. Gold is
hosted in a variety of rock types including silicified Tertiary volcanic and
volcanoclastic sediments, quartz veins, quartz stockwork zones, carbon-rich
Paleozoic sediments, and as jasperoid replacements of lower plate calcareous
sediments.

This Project represents a high-quality exploration opportunity.
The system correlates well with other nearby mineralizing centers. Gold and
silver mineralization is found in upper and lower plate rocks, hypabyssal dikes
or sills, and within Tertiary volcanics and volcanoclastics.

Drilling has identified gold and silver jasperoids within upper
and lower plate sediments, as well as gold and molybdenum-rich porphyry dikes. A
single drill hole on the western side of the property contains up to 800 parts
per million (ppm) molybdenum and 0.2 grams per ton gold over ten foot widths.
The lower plate Hanson Creek Formation, a favorable host rock for Carlin style
mineralization, has been identified in outcrop as well as drilling on the north,
east and west portions of the Iowa Canyon Property.

Plans for the property have not yet been concluded and we will
not formulate specific plans until we have had the opportunity to fully review
all the available information on the property. Subsequent to the end of the
fiscal year, on August 15, 2011, TAC Gold provided an extension of the date of
termination of the first right of refusal to allow us to complete a review of
the data available on the property and to reach a decision as to how we will
proceed. We are currently interested in negotiating a percentage interest in the
property and are currently working with TAC to agree to percentages and costs to
enter into an option agreement on the 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 and mining property referred to as the
Gao Feng Gold Mining Property located in north-eastern Jiangxi Province, China
by entering into an Option To Purchase And Royalty Agreement with Jiujiang Gao
Feng Mining Industry Limited 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. We and Jiujiang retained
the services of the Jiujiang Geological Engineering Group Corporation, Gao
Fenglin, Senior Engineer, and C. Wong, Senior Engineer, to carry out the first
phase of the work program the field work of which was carried out between
February 15 and March 3, 2010, to determine if there were 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. See page 15 for a review
of managements discussion on the reasons for the termination of the project.

No further payments or consideration are required as a result
of the termination of the agreement.

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

Item 1A Risk Factors

Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:

1.     We need to continue as a going
  concern if our business is to succeed.

Our registered public accounting firms report to our audited
financial statements for the year ended May 31, 2011, indicates that there are a
number of factors that raise substantial doubt about our ability to continue as
a going concern. Such factors identified in the report are our lack of
sufficient working capital, significant operating losses, our failure to attain profitable
operations and our dependence upon adequate financing to pay our
liabilities.

---

10

2.     Because of the unique
difficulties and uncertainties inherent in mineral exploration ventures, we face
a high risk of business failure.

Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. The expenditures to be made by us in
the exploration of the mineral claim may not result in the discovery of mineral
deposits. Problems such as unusual or unexpected formations and other conditions
are involved in mineral exploration and often result in unsuccessful exploration
efforts. If the results of our exploration do not reveal viable commercial
mineralization, we may decide to abandon our claim and acquire new claims for
new exploration. The acquisition of additional claims will be dependent upon us
possessing capital resources at the time in order to purchase such claims.

3.     Because we have limited
business operations, we face a high risk of business failure.

We are preparing to commence exploration on our Belleville
property in the near term. Therefore, we have no way to evaluate the likelihood
that our business will be successful. We were incorporated on May 17, 2006, and
have been involved primarily in organizational activities, acquisition and
exploration of our mineral properties. We have not earned any revenues as of the
date of this Annual Report on Form 10-K.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from
development of the mineral claims and the production of minerals from the
claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.

4.     We lack an operating history
and we expect to have losses in the future.

We have not realized any revenues. We have no operating history
upon which an evaluation of our future success or failure can be made. Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon the following:

- Our ability to locate a profitable mineral property
- Our ability to generate revenues; and
- Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses
in future periods. This will happen because there are expenses associated with
the exploration of our mineral properties. We cannot guarantee that we will be
successful in generating revenues in the future.

5.     Because of the inherent
dangers involved in mineral exploration, there is a risk that we may incur
liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. The payment of such liabilities may have a
material adverse effect on our financial position.

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11

6.     If we become subject to onerous
  government regulation or other legal uncertainties, our business will be negatively
  affected.

There are several governmental regulations that materially
restrict mineral property exploration and development. Under the mining laws of
Nevada, we are required to obtain work permits, the posting of bonds, and the
performance of remediation work for any physical disturbance to the land. While
these current laws do not affect our current exploration plans, if we proceed to
commence drilling operations on the mineral claims, we will incur modest
regulatory compliance costs.

In addition, the legal and regulatory environment that pertains
to the exploration of ore is uncertain and may change. Uncertainty and new
regulations could increase our costs of doing business and prevent us from
exploring for ore deposits. The growth of demand for ore may also be
significantly slowed. This could delay growth in potential demand for and limit
our ability to generate revenues. In addition to new laws and regulations being
adopted, existing laws may be applied to mining that have not as yet been
applied. These new laws may increase our cost of doing business with the result
that our financial condition and operating results may be harmed.

7.     We may not have access to all
  of the supplies and materials we need to begin exploration that could cause
  us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of supplies, such as
explosives, and certain equipment such as bulldozers and excavators that we
might need to conduct exploration. We have not attempted to locate or negotiate
with any suppliers of products, equipment or materials. If we cannot find the
products and equipment we need, we will have to suspend our exploration plans
until we do find the products and equipment we need.

8.     Because the SEC imposes additional
  sales practice requirements on brokers who deal in our shares because they are
  classed as penny stocks, some brokers may be unwilling to trade them. Thus you
  may have difficulty in reselling your shares and which may cause the price of
  the shares to decline.

Our shares qualify as penny stocks and are covered by Section
15(g) of the Securities Exchange Act of 1934, which imposes additional sales
practice requirements on broker/dealers who sell our securities in this offering
or in the aftermarket. In particular, prior to selling a penny stock,
broker/dealers must give the prospective customer a risk disclosure document
that contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading; contains a
description of the broker/dealers' duties to the customer and of the rights and
remedies available to the customer with respect to violations of such duties or
other requirements of Federal securities laws; contains a brief, clear,
narrative description of a dealer market, including "bid" and "ask" prices for
penny stocks and the significance of the spread between the bid and ask prices;
contains the toll free telephone number for inquiries on disciplinary actions
established pursuant to section 15(A)(i); defines significant terms used in the
disclosure document or in the conduct of trading in penny stocks; and contains
such other information, and is in such form (including language, type size, and
format), as the SEC requires by rule or regulation. Further, for sales of our
securities, the broker/dealer must make a special suitability determination and
receive from you a written agreement before making a sale to you. Because of the
imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of the shares to decline.

9.     Rain and snow may make the road
  leading to our property impassable. This will delay our proposed exploration
  operations and could prevent us from working.

While we do not plan to conduct our exploration year round, it
is possible that when we plan to proceed with exploration that snow or rain
could cause roads leading to our claims to be impassable. When roads are
impassable, we are unable to work.

10.   As we face intense competition in the mining
  industry, we will have to compete with our competitors for financing and for
  qualified managerial and technical employees.

The mining industry is intensely competitive in all of its
phases. Competition includes large established mining companies with substantial
capabilities and with greater financial and technical resources than we have. As
a result of this competition, we may be unable to acquire additional attractive
mining claims or financing on terms we consider acceptable. We also compete with
other mining companies in the recruitment and retention of qualified managerial
and technical employees. If we are unable to successfully compete for financing or for qualified employees, our
exploration and development programs may be slowed down or suspended.

---

12

11.   Trading of our stock may be restricted
  by the SEC's Penny Stock Regulations which may limit a stockholder's ability
  to buy and sell our stock.

The SEC has adopted regulations which generally define "penny
stock" to be any equity security that has a market price (as defined) less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to
certain exceptions. Our securities are covered by the penny stock rules, which
impose additional sales practice requirements on broker-dealers who sell to
persons other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of, our common stock.

12.   Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item 1B. Unresolved Staff Comments

None

Item 2.     Properties

Our principal office is located at 700 North High School Road,
Suite 203, Indianapolis, IN 46214. Our telephone number is (317) 926-4653 or
(888) 755-9766. Our principal office is provided by our senior officer and
director at no cost. We believe that the condition of our principal office is
satisfactory, suitable and adequate for our current needs.

We hold the following property interests:

- A 70% interest in a mineral exploration property called the Belleville
  property in Mineral County, Nevada subject to our making certain payments,
  share issuances and exploration expenditures through 2016. 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);
- A 35% interest in a mineral exploration property called the Goldfield
  West property in Esmeralda County, Nevada subject to our making certain
  payments, share issuances and exploration expenditures through 2016. TAC has
  an underlying option agreement with Minquest Inc. for the acquisition of a
  100% interest in the property; and
- A right of first refusal on an additional exploration property called the
  Iowa Canyon property in Ladner County, Nevada for period of 12 months to
  August 23, 2011.

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13

Item 3.     Legal Proceedings

We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to All American.

Item 4.     Submission of Matters to a
Vote of Security Holders

Our last Annual General Meeting (AGM) was held on November
26, 2010, at which time stockholders approved the following actions:

|1. | received the financial statements of the Corporation for
      its financial year ended May 31, 2010, together with the report of the
      independent auditors thereon;                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | fixed the number of directors at two for the coming
      year;                                                                                                                                                                                                                                                                                                                                                
|3. | elected one director, Ma Cheng Ji, to serve until the
      next Annual General Meeting of Shareholders or until his respective
      successor(s) is/are elected or appointed; subsequent to the AGM, on
      December 1, 2010, Mr. Ma, resigned as an officer and Mr. Brent Welke was
      appointed as a director and became senior officer (president, secretary
      and treasurer) of the Corporation;
|4. | ratified the appointment of M&K CPAs, PLLC, of
      Houston, Texas to act as independent certifying accountants and auditors
      of the Corporation for the financial year ended May 31,
  2011.                                                                                                                                                                                                            

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14

PART II

Item 5.     Market for Registrants
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Shares of our common stock became available for quotation on
the Over-the-Counter Bulletin Board (the OTC-BB or BB) under the symbol
AAGC on October 15, 2010  they previously traded under the symbol OSPR
commencing on June 30, 2010. The market for our common shares is limited and can
be volatile. The following table sets forth the high and low bid prices relating
to our common stock on a quarterly basis for the periods indicated as quoted on
the OTC-BB quotation service. These quotations reflect inter-dealer prices
without retail mark-up, mark-down or commissions and may not reflect actual
transactions.

Quarter Ended
    High Bid
    Low BidSeptember 30, 2010
    $0.095
    $0.095November 30, 2010
    $0.095
    $0.095February 29, 2011
    $0.40
    $0.40May 31, 2011
    $0.50
    $0.40


Our common shares are issued in registered form through Madison
Stock Transfer, Inc. of 1688 East 16th Avenue, Suite 7, Brooklyn, NY
11229-0145 which is our stock transfer agent. They can be contacted by telephone
at (718) 627-4453 and by facsimile at (718) 627-6341.

On May 31, 2011, the shareholders' list of our common shares
showed 19 registered shareholders holding 71,550,000 shares with a further
21,350000 shares being held by broker-dealers. There are 92,900,000 shares
outstanding.

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.

Item 6.     Selected Financial Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 7.     Managements Discussion and
Analysis of Financial Condition and Results of Operations

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, IN 46214. Our telephone number is (317) 926-4653 or (888)
755-9766. We are a start-up, exploration stage company engaged in the search for
gold and related minerals. There is no assurance that a commercially viable
mineral deposit, a reserve, exists on our mineral 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 Property - China

On April 22, 2007, amended on May 15, 2010, we optioned a 25
percent interest in the Gao Feng Mining Property in Jiangxi Province, China,
consisting of a mining claim block covering 3.73 sq. km or 921 acres by entering
into an Option To Purchase And Royalty Agreement with Jiujiang Gao Feng Mining
Industry Limited Company, the beneficial owner of the property. Under the terms
of the agreement, Jiujiang granted to All American the right to acquire 25% of
the right, title and interest of Jiujiang in the property, subject to its
receiving annual payments and a royalty, in accordance with the terms of the
agreement, as follows:

a) All American, or its permitted
assigns, contributing exploration expenditures on the property of a minimum of
US $20,000 on or before May 31, 2011 (paid and field work completed on March 3,
2011); b) All American, or its permitted assigns, contributing exploration
expenditures on the property of a further US $40,000 for aggregate minimum
contributed exploration expenses of US $60,000 on or before May 31, 2011; c) All American
shall allot and issue 1,000,000 shares in the capital of All American to
Jiujiang upon completion of a phase I exploration program as recommended by a
competent geologist; d) Upon exercise of the option agreement, All American will
pay to Jiujiang US $25,000 per annum as pre-payment of the net smelter return,
effective May 31, 2012; e) All American will pay to Jiujiang an annual royalty
equal to three percent (3%) of NSR; and f) All American has the right to acquire
an additional 26% of the right, title and interest in and to the Property by the
payment of US $25,000 and by incurring an additional US $100,000 in exploration
expenditures on the Property on or before May 31, 2012.

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15

We and Jiujiang retained the services of the Jiujiang
Geological Engineering Group Corporation, Gao Fenglin, Senior Engineer, and C.
Wong, Senior Engineer, to carry out the first phase of the work program the
field work of which was carried out between February 15 and March 3, 2010, to
determine if there were commercially exploitable deposits of gold and silver.

On January 25, 2011, we received a report entitled Geological
Report of the Phase I Exploration Program on the Gaofeng Gold Property, Dexing
City, Jiangxi, China which is a summary of the work completed in 2010 with
recommendations for a proposed second phase of exploration.

The phase I exploration program undertaken between February 16
and March 3, 2010, consisted of the establishment of a full grid of the area
with permanent posts for future reference, an airborne electromagnetic and
magnetic survey of the Gaofeng property and included an area one kilometre
north, south, east and west of the property boundaries with a number of rock,
till and geological samples being taken from the area.

All of the work contemplated under the phase I exploration
program was completed with the exception of the diamond drilling. The drill rig
that had been contracted ran into unexpected mechanical problems shortly after
commencing work. As a result, the drill portion of the program was only
marginally carried out. The parties verbally agreed to delay further diamond
drilling until phase II. This allowed for a significant increase in the base
geological work, a widening of the area subject to review and the taking of a
greater number of samples for analysis.

The overall evaluations of the previous exploration programs
were confirmed. Although few mineral values of interest were determined, vein
structures and significant conductors were followed off the property to the east
and north. The strongest anomalies were confirmed as being along the north
margin of the claim and were continually traced more than one kilometre north of
the existing claims boundary.

Phase I Exploration Program

Phase I began by mapping the claims and digitization and Global
Information System (GIS) referencing of all existing data on the claims
including historical references. The GIS referencing system entailed the
production of a database whereby all previous known work on the claims was
entered into a computer matrix and correlated based on map coordinates. The
results of phase I testing were then entered and correlated to historical data
which allowed for certain conclusions as to the best targets and areas to
explore in the future.

Mineralization

During the establishment of the grid a new showing was located
approximately 400 metres northeast of the area of the originally planned target
area.

The phase I exploration program carried out a small drill
program prior to the total breakdown of the drilling rig completing five
AQ-sized core drill holes in the area of the originally trenched area, in the
southeastern part of the property which elongates in a northwesterly direction
exposing an oxidized sulphide and quartz zone best developed in interflow
metasediments and mafic metavolcanic rocks marginal to their contact with felsic
metavolcanic rocks which are flow banded in part showings. The drilling returned
no significant mineralization.

The program included stream and till sampling of the drainages
crossing the mineralization. The streams sampled were juvenile systems with much
non-mineralized till contributing to the transported sediments in the creek
beds. The results reflect anomalous gold and silver values that are related to
mineralization but are erratic in the downstream decay of values; there may be
substantial contributions of unmineralized material due to fines from talus.

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16

Geophysical Surveys

The VLF-Ground Magnetic survey was carried out over the
showings and the interpretation suggested that there are three linear magnetic
lows running roughly parallel to the surface expression of the mineralization.
This was interpreted to mean possible magnetite destruction in the volcanics due
to alteration that would reflect some vertical conduits of mineralization
through the volcanic pile.

The survey identified two electromagnetic conductive zones
north and west of the current claims. Two small claim blocks were located for
subsequent surface surveys; the first was located immediately east of a small
hill located one kilometre north-northeast of the property. VLF-EM surveys were
completed over a grid of 100 metre spaced north-south lines with instrument
readings taken at intervals of 25 metres along the grid lines. An
electromagnetic conductor, partially coincident with higher magnetic readings,
was found in the area of the centre of the claims where there are quartz and
sulphide showings which are exposed in a number of shallow pits and trenches.

The second area was on the north side of another small hill 3
kilometres west-northwest of the current claims. Here, a strong electromagnetic
conductor was found to be coincident with high magnetic response over a width of
between 15 and 30 metres and an apparent strike length of 350 metres. The area
is outside the current claim boundaries and ownership is unknown.

Surface geophysical surveys were undertaken. The survey grid
established for this survey consisted of an east-west baseline (the southern
boundary of the claims follows this baseline) and north-south survey lines at
100 metre intervals. This grid extends more than a kilometre north and east of
the property and the north-south crosslines throughout the grid area extend
several hundred metres to the north.

A Max-Min electromagnetic survey, completed over the entire
grid area, involved a coil separation of 200 metres and readings of two
frequencies (444Hz and 1777Hz) were recorded at 25 metres intervals along the
north-south grid lines. A major, in-phase and out-of-phase cross-over on both
frequencies was identified on the easternmost grid line, 1 kilometre east of the
eastern boundary of the property. This is coincident with a known exposure of
quartz and sulphide mineralization in this area. A weaker in- and out-of-phase
crossover was encountered immediately south of an old lakebed adjacent to the
current claims western boundary and in another area 600 metres further east. The
cause of these is not known. A similar weak EM cross-over was detected
immediately west of another known gold zone at the western limits of the grid
some 1200 metres west of the current claim western boundary.

Conclusions

Mineralization on the Gaofeng mining property occurs along
contacts between mafic metavolcanic rocks and felsic units. Based on the
observed distribution of felsic and mafic metavolcanic rocks, a prospective and
underexplored horizon is present in the central part of the claims area and may
extend for a considerable distance both east and north of the current claims.
Evidence for this are three known areas of mineralization east and north of the
property plus a similar, parallel belt of similar geology featuring two zones
several hundred metres north of the current area.

Two principal styles of disseminated quartz and sulphide
mineralization are present in the area. The mineralization exposed in the vein
extension areas reviewed was below that which is typical of an exhalative,
sulphide iron formation hosted mainly in cherty (sedimentary?) units. By
contrast, the mineralization exposed in both the newly discovered trench areas
is at least in part typical of contact type mineralization as evidenced by the
presence of quartz and sulphides in skarnified limestone, further evidence that
the felsic unit at both localities may be intrusive. The chemistry features
higher cobalt values and low arsenic samples from the one trench while from the
other trenches the characterization was of elevated arsenic values.

The Gaofeng property and surrounding area is considered to be
underexplored. In view of the extension of favourable geology well beyond the
boundaries of the current claims, plus the presence of several quartz gold
bearing and sulphide zones east, west and north of the claims, it would be in
order to acquire more ground prior to the initiation of further work on the
Gaofeng property. The staking of an additional 50 mining claims extending east, west and north of the current
property is recommended. If the staking of additional property is concluded not
to be an option, it is recommended that no further work be undertaken and the
property abandoned for lack of merit of the claims as presently owned.

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17

Recommendations

The property is underlain by sediments and felsic volcanic
tuffs along with visibly exposed quartz veining structures which is a favourable
setting for gold mineralization. An IP anomaly occurs on the eastern and
northern part of the property. A number of other adjacent induced polarization
anomalies were outlined which suggest disseminated pyrite zones in bedrock,
along with graphitic sediments. The overburden is in the order of 30 feet hence
the I. P. responses are moderate. A follow-up diamond drill program is required
to test the various anomalies.

A proposed second phase would be comprised of three parts  the
staking of additional claims, the continuation of the exploration of the newly
acquired claims and diamond drilling on the expanded property grouping:

|Phase 2A  | Stake an additional 50 mining claims to the east, west
      and north of the existing claims.                                                                                                                                                                                                                                                                                                                                                                               
|--------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Phase 2B. | Repeat the phase I general exploration program on the
      newly acquired claims by establishing a base line with 25-metre stations
      and cross lines run every 50 metres for 100 metres each side of the
      baseline; geologically map the grid; conduct an electromagnetic survey
      over the grid with readings taken every 25 metres along the lines; rock,
      till and geochemically sample those areas determined by the geological and
      EM surveys.
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Phase 2C  | Diamond drill a total of 5,000 feet over selected targets
      determined from phase 2B. It is anticipated that some additional
      geological mapping, prospecting and some geochemical sampling will take
      place as the drilling progresses.                                                                                                                                                                                                                       

| | Phase 2A  Staking & Related     | 30,000  | 
| | -------------------------------- | ------- | 
| | Phase 2A  Exploration & Geology | 130,000 | 
| | Phase 2C  Diamond Drilling      | 220,000 | 
| | Total Costs for Phase 2          | 380,000 | 

Although it is recommended that phase 2 be carried out in its
entirety, it could be broken up over two years such that phases 2A & 2B be
completed in the same year. Phase 2C could be postponed for one year depending
on available funds. It is then recommended that a new third phase be undertaken
to diamond drill the property to depth and test for continuation of discovered
anomalies.

|Phase 3. | The third phase of exploration would continue the diamond
      drill program if results from the phase 2 program remain positive. Cost of
      the third phase of exploration is estimated to be $350,000.
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SUMMARY

The Board of Directors has reviewed the report, contemplated
the costs involved for future exploration of the property as well as considered
the risk-reward prospects and had discussions with our Chinese partner Jiujiang
Gao Feng Mining Industry Limited Company. The Board has decided that in light of
the high cost of proceeding forward to a second phase of exploration given the
high risk involved and the relatively lower risks attached to expending the
equivalent funds on our Nevada properties, that it is no longer in the best
interests of the Corporation to continue with the Gaofeng project given the poor
results of the first phase of exploration. We have elected to terminate the
Option and Royalty Agreement with Jiujiang Gao Feng Mining effective January 31,
2011, and have so notified Jiujiang of our decision. No further work will be
carried out on the Gaofeng project by All American.

DECISION ON PROJECTS FUTURE

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.

---

18

No further payments, consideration or share issuances are
required as a result of the termination of the agreement. The 1,000,000 shares
that were contemplated as to be issued upon the conclusion of the phase I
exploration program were not issued and will not be issued following the
termination of the agreement.

Mineral Properties  United States of America

We hold interests in the Belleville property and the Goldfield
West property subject our making certain payments, share issuances and
exploration expenditures through 2016 and 2017 respectively and hold a right of
first refusal on a property known as the Iowa Canyon property. For a
description of the agreements, please see the section entitled Our Current
Business on pages 5 to 8 above.

Belleville Property

Location and Access

The Belleville project lies about equidistant from the towns of
Hawthorne and Tonopah (approximately 60 miles to either). It is situated in T4N,
R34E, Mineral County, Nevada, about 175 miles south-southeast of Reno and
approximately 250 miles northwest of Las Vegas (see Figure 1, Location Map).
Labor force, drill water and supplies would be available from Tonopah or
Hawthorne, Nevada. Access is from Nevada SR 360, which junctions with US 95
about 12 miles north of the old abandoned mining and milling site of Belleville.
From just south of Belleville, an unimproved gravel road heads westward across
an alluvial fan and accesses the eastern part of the claims. The remainder of
the claim block is not accessible by vehicle.

Elevations range from 5,600 feet at the range front to over
6,200 feet on the ridges to the west. Vegetation is sparse; range front is
relatively steep and drainages are typically steep and rocky. The climate is
typical high desert, western Nevada, with hot summers, cool evenings and some
snow in the winter, especially at higher elevations. Exploration or mining could
be conducted year round. The project is comprised of ten, unpatented mining
claims (approximately 75 acres) on land administered by the US Bureau of Land
Management (BLM).



Figure 1  General Location of Belleville Property 
Esmeralda County, Nevada

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19

Description of Agreement

In order to maintain the 70% interest in the Belleville
property, we are required to make aggregate cash payments of $170,000 over a six
year period and incur an aggregate of $1,320,000 in exploration expenditures
over a seven year period.

Pursuant to the underlying option agreement between TAC and
Minquest, TAC is required to issue an aggregate of 700,000 shares of its common
stock to Minquest over the term of the underlying agreement. Pursuant to our
agreement with TAC, we are obligated to reimburse TAC in either cash or
restricted shares of our common stock for the fair market value of the TAC
shares that are issued to Minquest.

Below is a detailed schedule of the payments, exploration
expenditures and stock issuances that are required under the agreement for the
Belleville property between our company and TAC.

All Americans Portion
    (70% of total)
    
    (70% of total)Anniversary Date
    Payment
    Share Issuance
    Property ExpenditureAugust 4, 2010
    Paid by TAC
    Paid by TAC
    Paid by TACAugust 4, 2011
    $20,000
    TBD
    $120,000August 4, 2012
    $30,000
    TBD
    $150,000August 4, 2013
    $30,000
    TBD
    $200,000August 4, 2014
    $40,000
    TBD
    $200,000August 4, 2015
    $50,000
    TBD
    $250,000August 4, 2016
    $0
    TBD
    $400,000TOTALS
    $170,000
    
    $1,320,000


Technically we are in default of the agreement for not having
issued shares to TAC and for not having paid the $120,000 property expenditure.
However, TAC has not yet submitted documentation for their share issuance to
Minquest so we currently do not have a basis upon which to make our share
issuance to TAC. We have been informed that TAC will complete their submission
by the end of the first full week of September at which time we intend to make
our payment to TAC. Further, we are still awaiting a formalized exploration
program from TAC, Minquest and their engineers as to the planned exploration
program for the current work season; we expect to be in a position to move
forward in September, 2010 and will make whatever expenditures are required at
that time. In the event that we elected to terminate the agreement, no payment
or share issues would be required to be made. Should TAC fail to issue the
shares under its agreements with Minquest or fail to make its required property
expenditures, All American would either have to negotiate with Minquest and form
a new agreement between Minquest and All American or terminate the agreement and
lose our interest in the property or make some other mutually agreeable
arrangement with the parties involved.

History and Plan of Operation

To date, exploration efforts at Belleville have consisted of a
mapping and sampling program, geophysical surveys, and a limited reverse
circulation program completed in 2009. Three potential drilling targets have
been identified, one of which is a set of gold bearing shear zones. The second
drill 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.
Drilling is planned for a later in 2011 but a specific date has not, as yet,
been determined. We are working with TAC and their JV partner Minquest on the
development of a time line for the drilling program and expect to see the
program started in mid to late September, 2011.

Mineralization

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.

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20

Significant gold and silver mineralization has so far been
detected only within the NESW trending shear/vein systems described above.
Although these shears are rarely more than a few feet wide, they persist for at
least 1000 feet along strike. Surface samples were mainly grab samples from
prospect pits and dumps. Sampling of the many short adits that occur on the
property consisted of chip channel sampling across the ceilings (backs) which
gives information on width as well as grade. All adit samples were across the
veins using a 2.0 foot width (0.6 meters).

Adit sampling shows the northern vein zone to be the strongest.
Within this zone adit BA-3 shows the best values with a high of 7.29 ppm gold.
This part of the vein appears to be bending to the left which is consistent with
dilation of a left lateral fault. This area is considered the best portion of a
drilling target that extends from above the range front approximately 1,200 feet
to the southwest. At the range front the structure is present but appears to be
only weakly altered. This is the second drilling target defined at
Belleville.

Examination of the surface geology within the Belleville
project reveals a disconformable contact between a meta-andesite/basalt unit and
underlying lithologies. This unit appears to sit unconformably not only on the
slightly older meta-sediments and meta-volcanics, but also upon the gold-bearing
shears. This scenario could produce a pooling of mineralization underneath the
meta-andesite, with the meta-andesite acting as a physical barrier to ascending
mineral fluids. This is the third drilling target defined at Belleville.

Goldfield West Property

Location and Access

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. The property is located approximately 3.5 hours
northwest of Las Vegas, Nevada, by car, and approximately 3 miles west of the
town of Goldfield. The Goldfield West property is accessible by well-graded dirt
roads.

Figure 2, General Location of Goldfield West Property 
Nevada

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21

Description of Agreement

In order to maintain the 35% interest in the Goldfield West
property, we are required to make the following payments:

| | 1. | to pay TAC $200,000 on the date of execution of the
      agreement (paid on September 14, 2010) and $100,000 by November 21, 2010
      (paid on November 24, 2010);
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | aggregate cash payments of $98,000 over a seven year
      period; and;                                                                                              
| | 3. | incur an aggregate of $770,000 in exploration
      expenditures over a seven year period.                                                                           

Upon payment of the $300,000 to TAC (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.

Pursuant to the underlying option agreement between TAC and
Minquest, TAC is required to issue an aggregate of 1,100,000 shares of its
common stock to Minquest over the term of the underlying option agreement.
Pursuant to our agreement with TAC, we are obligated to reimburse TAC in either
cash or restricted shares of our common stock for the fair market value of the
TAC shares that are issued to Minquest.

Below is a detailed schedule of the
payments, exploration expenditures and stock issuances that are required under
the agreement for the Goldfield West property between our company and TAC.

All Americans Portion
    (35% of total)
    
    (35% of total)Anniversary Date
    Payment
    Share Issuance
    Property ExpenditureSeptember 14, 2010
    $200,000 (paid)
    Nil
    NilNovember 21, 2010
    $100,000 (paid)
    Nil
    NilJanuary 20, 2011
    $7,000 (paid) *
    TBD
    $70,000January 20, 2012
    $10,500
    TBD
    $70,000January 20, 2013
    $10,500
    TBD
    $87,500January 20, 2014
    $14,000
    TBD
    $105,000January 20, 2015
    $14,000
    TBD
    $122,500January 20, 2016
    $17,500
    TBD
    $140,000January 20, 2017
    $24,500
    TBD
    $175,000TOTALS
    $398,000
    
    $770,000


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

Technically we are in default of the option agreement for not
having issued shares to TAC and for not having paid the $70,000 property
expenditure. However, TAC has not yet submitted the documentation for their
share issuance to Minquest so we currently do not have a basis upon which to
make our share issuance to TAC. We have been informed that TAC will complete
their submission by the end of the first full week of September at which time we
intend to make our payment to TAC. Further, we are still awaiting a formalized
exploration program from TAC, Minquest and their engineers as to the planned
exploration program for the current work season; we expect to be in a position
to move forward in mid-September, 2010 and will make whatever expenditures are
required at that time. In the event that we elected to terminate the option
agreement, no payment or share issues would be required to be made. Should TAC
fail to issue the shares under its agreements with Minquest or fail to make its
required property expenditures, All American would either have to negotiate with
Minquest and form a new option agreement between Minquest and All American or
terminate the option and lose our interest in the property or make some other
mutually agreeable arrangement with the parties involved.

Plan of Operation

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 drill hole 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, the operator, and
Minquest.

---

22

Mineralization

Geologically, the Goldfield West property encompasses an area
of Tertiary volcanic and volcanoclastic rocks. The USGS (US Geological Survey)
and several mineral exploration companies hypothesize that the western edge of a
caldera rim runs through the property. Historic work conducted has led to the
completion of 138 drill holes. Combined geophysical surveys, geochemical
sampling and 23 reverse circulation drill holes within the Nevada Eagle and
South targets 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.

Iowa Canyon Property

We hold a right of first refusal on an additional exploration
property called the Iowa Canyon property in Lander County, Nevada through to
September 8, 2011. The Iowa Canyon property represents a nearly untested
exploration opportunity. Recent exploration efforts have discovered multiple
episodes of precious metals mineralization over a district-wide scale. Gold is
hosted in a variety of rock types including silicified Tertiary volcanic and
volcanoclastic sediments, quartz veins, quartz stockwork zones, carbon-rich
Paleozoic sediments, and as jasperoid replacements of lower plate calcareous
sediments.

This project represents a high-quality exploration opportunity.
The system correlates well with other nearby mineralizing centers. Gold and
silver mineralization is found in upper and lower plate rocks, hypabyssal dikes
or sills, and within Tertiary volcanics and volcanoclastics.

Drilling has identified gold and silver jasperoids within upper
and lower plate sediments, as well as gold and molybdenum-rich porphyry dikes. A
single drill hole on the western side of the property contains up to 800 parts
per million (ppm) molybdenum and 0.2 grams per ton gold over ten foot widths.
The lower plate Hanson Creek Formation, a favorable host rock for Carlin style
mineralization, has been identified in outcrop as well as drilling on the north,
east and west portions of the Iowa Canyon Property.

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

---

23

Figure 3 - General Location of Iowa Canyon Property  Lander
County, Nevada

RESULTS OF OPERATIONS

Year Ended **May 31**2011
      
      2010Revenue
      $
      Nil
      $
      NilOperating Expenses
      $
      407,884
      $
      77,051Net Profit (Loss)
      $
      (407,884)
      $
      (77,051)


COMMON SHARES: Since inception we have used common stock, notes
payable, a convertible debenture and an advance from a related party to raise
money for our optioned mineral acquisitions and corporate expenses. Net cash
provided by financing activities in the current fiscal year ended May 31, 2011
was $375,500 of which $355,500 was provided by a convertible debenture and a
$20,000 advance from a related party. Net cash provided by financing activities
from inception on May 17, 2006, was $514,500 ($119,000 as proceeds received from
sales of our common stock $355,000 through a convertible debenture plus a net
borrowing of $40,000.

Revenue

We have not earned any revenues since our inception.

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24

Expenses

Our operating expenses for the year ended May 31, 2011 and 2010
are outlined in the table below:

Year Ended May 312011
      
      2010Exploration of mining property  China
      $                                     
         0
      
      $                             20,000Exploration of mining property  U.S.A.
      303,807
      
      0Banking and related charges
      753
      
      337Loss on currency exchange
      (48)
      
      (3)Interest expense  promissory note & advances
      1,000
      
      868Interest expense  convertible debenture
      10,301
      
      0Consulting
      4,500
      
      15,000Professional Fees
      36,065
      
      13,952Office Expenses
      8,457
      
      8,334Management Fees
      18,500
      
      4,752Registration and Filing Fees
      15,260
      
      2,895Transfer Agent
      3,229
      
      5,975Public relations
      4,729
      
      0Travel and Meals
      1,331
      
      4,941TOTAL
      $407,884
      
      $77,051


Operating expenses for the year ended May 31, 2011, increased
by 429% compared to the similar period in 2010. During the past year we
continued our business plan, completed the exploration work on our China
property and acquired interests on three other mineral resource properties in
the United States. Professional services fees and costs were incurred for our
future development, for expenses related to rendering our common stock to be
eligible for electronic trading and certain organizational matters to take the
Corporation out of shell status.

During the year ended May 31, 2011, All American incurred
operating expenses of $407,884 as compared to $77,051 for the prior year and a
total of $540,684 for the period from inception on May 17, 2006, to May 31,
2011. The costs incurred can be further subdivided into the following
categories.

EXPLORATION OF MINING PROPERTY  CHINA: No costs were incurred
in the past year pertaining to the phase I exploration program on our optioned
exploration property in China ($20,000 was expended for the similar period in
2010), the Gao Feng gold property, but we did receive the results of the phase I
exploration program which, given the inadequate results and high costs of moving
forward, caused us to terminate the option (further discussion above). From
inception on May 17, 2006, we have incurred a total of $20,000 in resource
property exploration expenses in China. This cost category will have no further
costs incurred in the future.

GOLDFIELD WEST EXPLORATION AND ACQUISITION EXPENSES: $300,000
was paid during the past year as part of the acquisition and initial exploration
and filing expenses of the Goldfield West acquisition in Nevada and an
additional $3,087 was paid for miscellaneous costs associated with the
exploration of the property. No such costs were expended in the year ended May
31, 2010. We have incurred a total of $303,087 in acquisition and exploration
costs on the property to date. For the period May 17, 2006 (inception), through
May 31, 2011, All American has incurred $303,087 in total on expenses in the
acquisition of the agreement and initial exploration costs on the Goldfields
West property.

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

BANKING AND RELATED CHARGES: $753 in banking and related
charges were incurred in the current fiscal year while $337 was incurred for the
year ended May 31, 2010. For the period May 17, 2006 (inception), through May
31, 2011, All American has incurred a total of $1,663 on such expenses.

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25

LOSS ON CURRENCY EXCHANGE: All American incurred a $48 gain in
currency exchange for the year ended May 31, 2011, and gained $3 for the year
ended May 31, 2010. From inception on May 17, 2006, to May 31, 2011, we have
incurred a total of $729 in losses on currency exchange.

INTEREST EXPENSE  PROMISSORY NOTES AND ADVANCES: During fiscal
2010 - 2011 a director, through a wholly owned corporation loaned $30,000 to All
American in the form of a promissory note which bears interest at the rate of 5%
and is due and payable on April 30, 2012. Interest costs of $1,000 regarding
notes payable and advances from officers and other related parties which had
been arranged in prior fiscal years as well as the referenced advance were
incurred in the current fiscal year; $868 was incurred for the period ended May
31, 2010. All other advances and loans were paid in full, including accrued
interest, prior to the end of the year. For the period May 17, 2006 (inception),
through May 31, 2011, All American has incurred a total of $2,644 on such
expenses.

INTEREST EXPENSE  CONVERTIBLE DEBENTURE / NOTE: On November
10, 2010, the Corporation issued $355,500 in a non-interest bearing convertible
debentures to a single creditor in exchange for cash proceeds used to make the
payment due to TAC under the Goldfields agreement in the amount of $300,000 as
well as $55,500 which was allocated to working capital. All or any portion of
the amounts due under the convertible notes, which mature on August 23, 2015,
may be converted at any time, at the option of the holder, into common shares of
the 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 year ended May
31, 2011, the Corporation accreted interest of $10,301. There were no similar
charges or accretions in the past. As of May 31, 2011, the carrying value of the
convertible notes totaled $247,301. From inception on May 17, 2006, we have
incurred a total of $10,301 in interest accretable on such notes. In the future,
this cost category will change based on financing activities.

CONTRIBUTED ADMINISTRATIVE SUPPORT: No contributed expenses
(for contributed administrative costs) were incurred for the year ended May 31,
2011, or 2010. For the period May 17, 2006 (inception), through May 31, 2011, a
total of $300 in contributed expenses has been reflected in the financial
statements. All contributed expenses are reported as contributed costs with a
corresponding credit to additional paid-in capital. The Corporations first
president periodically contributed administrative services to the Corporation
for the period from inception up to and including May 31, 2008. The time and
effort was recorded in the accompanying financial statements based on the
prevailing rates for such services, which equalled $50 per hour based on the
level of services performed.

CONSULTING FEES: We incurred $4,500 in consulting fees for the
year ended May 31, 2011, and $15,000 for the year ended May 31, 2010. For the
period May 17, 2006 (inception), through May 31, 2010, $19,500 was recorded for
such costs. This category will vary from year to year dependent on corporate
capital raising and potential acquisition activities. During the past year the
fees were incurred mainly for advice on potential acquisitions and listing and
quotation service options available to All American as well as services relating
to the electronic trading of our common stock.

OFFICE EXPENSES: $8,457 in office costs were incurred in the
past year. By comparison, $8,334 was incurred for the previous fiscal year ended
May 31, 2010. For the period May 17, 2006 (inception), through May 31, 2011, a
total of $20,704 has been spent on office related expenses. Such expenses
include telephone, courier, photocopying, office supplies, trade publication
subscriptions and general office costs.

ORGANIZATIONAL COSTS: No charges for organizational costs were
incurred for the years ended on May 31, 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 $36,065 in
professional fees for the fiscal year ended on May 31, 2011, and $13,952 in the
previous fiscal year. From inception to May 17, 2006, we have incurred $85,335
in professional fees mainly spent on legal, consulting and accounting matters.
This expense category will vary depending on corporate capital raising
activities.

---

26

CORPORATE SERVICES: No corporate service costs were incurred
for the years ended May 31, 2011, or 2010. For the period May 17, 2006
(inception), through May 31, 2011, All American has spent a total of $5,000 on
such expenses.

REGISTRATION AND FILING FEES: We incurred $15,260 in
registration and filing fees for the year ended May 31, 2011, and $2,895 for the
year ended May 31, 2010. For the period May 17, 2006 (inception), through May
31, 2010, $22,183 was recorded for such costs. This category will vary from year
to year dependent on the filing activities of the Company with various
regulators.

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, with Mr. Yiu resigned as an officer and director one year
later to pursue other business interests. 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
affairs of the Corporation. As compensation, we agreed to pay Mr. Welke $1,000
per month, 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. $18,500 in management fee costs were incurred in the
current year, which includes the deemed value of the 2,500,000 shares of common
stock issued to Mr. Welke under his consulting agreement, while $4,752 was
incurred for the year ended May 31, 2010. For the period May 17, 2006
(inception), through May 31, 2010, All American has incurred $26,477 on
management fees and compensation. Subsequent to the end of the fiscal year, on
July 1, 2011, Dr. Gaspar R. Gonzalez, Jr. was appointed a director and assumed
the position of Treasurer and Chief Financial Officer upon the resignation of
Mr. Welke from those positions. Dr. Gonzalez was issued 2,000,000 shares of the
Corporations common stock at a deemed price of $0.40 per share and will be paid
$1,000 per month under a three year consulting agreement that was entered into
between he and All American on July 1, 2011.

TRANSFER AGENT FEES: $3,229 was spent on transfer agent costs
and attendant expenses in the year ended on May 31, 2011, while $5,975 was spent
in the corresponding period for 2010. For the period May 17, 2006 (inception),
through May 31, 2011, a total of $9,204 has been spent on transfer agent
expenses.

TRAVEL, MEAL AND PUBLIC RELATIONS EXPENSES: $6,060 was spent in
travel, meal and public relations costs in the year ended on May 31, 2011, while
$4,941 was spent in the corresponding period for 2010. For the period May 17,
2006 (inception), through May 31, 2011, a total of $12,537 has been spent on
travel, meal and public relations expenses.

RESEARCH AND DEVELOPMENT: All American has not incurred any
expenses for research and development since inception on May 17, 2006.

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.

At the end of the current fiscal year, May 31, 2011, and as of
the date of this report, All American had 96,175,000 common shares issued and
outstanding.

Liquidity and Financial Condition

Working CapitalAt May 31, 2011
    
    At May 31, 2010Current Assets
    $
    11,013
    $
    10,126Current Liabilities
    $
    301,397
    $
    23,626Working Capital
    $
    (290,384)
    $
    (13,500)


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27

Cash FlowsAt May 31, 2011
    
    At May 31, 2010Net Cash Used in Operating Activities
    $
    (374,513)
    $
    (82,129)Net Cash Provided by (Used In) Investing
      Activities
    $
    0
    $
    0Net Cash Provided by Financing Activities
    $
    375,500
    $
    90,959Increase (Decrease) In Cash During The
      Period
    $
    987
    $
    8,830


As of May 31, 2011, our company had a working capital deficit
of $290,384.

Use of Proceeds

Net cash provided by financing activities from inception on May
17, 2006, to May 31, 2011, was $499,500 as a result of proceeds received from
the sale of our common stock ($119,000), proceeds of a convertible debenture
($355,500) and the net amount of advances from officers and related parties
($25,000). During that same period, the following table indicates how those
proceeds have been spent to date:

Exploration activities  China
    $ 20,000Exploration activities  U.S.A.
    303,807Banking and related charges
    1,663Loss on currency exchange
    729Interest expense  promissory note & advances
    2,644Interest expense  convertible debenture / note
    10,301Consulting
    19,500Office expenses
    20,704Organizational costs
    300Professional fees
    85,335Corporate services
    5,000Registration and filing fees
    22,183Management fees
    26,477Transfer agent
    9,204Travel, meals and public relations
    12,537Total Use of
      Proceeds to May 31, 2011
    $540,384


Future Operations

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception which
this is likely to continue through fiscal 2011  2012. Management projects that
we may require $500,000 to fund our ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

Operating expenses
    $100,000Belleville exploration expenses
    150,000Goldfield West exploration expenses
    150,000Working capital
    100,000Total
    $500,000


As at May 31, 2011, we had a working capital deficit of
$290,384. We plan to raise the additional capital required to meet the balance
of our estimated funding requirements for the next twelve months primarily
through private placements of our stock or prospectus offerings, loans or
advances from officers, directors and shareholders and the possible sale of part
of our interest in our mineral properties. We do not anticipate that we will be
able to satisfy any of these funding requirements internally until we
significantly increase revenues.

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

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28

Future Financings

We will require additional financing in order to enable us to
proceed with our plan of operations, as discussed above in order to continue
operations. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can 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 our other obligations
as they become due. We are pursuing various alternatives to meet our immediate
and long-term financial requirements.

We anticipate continuing to rely on equity sales of our common
stock in order to fund our business operations. Issuances of additional shares
will result in dilution to existing stockholders. There is no assurance that we
will achieve any additional sales of equity securities or arrange for debt or
other financing to fund our planned business activities.

We presently do not have any arrangements for additional
financing and no potential lines of credit or sources of financing are currently
available for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a smaller reporting company we are not required to provide
tabular disclosure obligations.

Going Concern

We are in the exploration stage, have not yet achieved
profitable operations and are dependent on our ability to raise capital from
stockholders or other sources to meet obligations arising from normal business
operations when they become due. Therefore, in their report on our audited
financial statements for the year ended May 31, 2011, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosure describing the circumstances that lead to this disclosure.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.

Functional CurrencyThe Companys functional
currency is the United States dollar.

Cash and Cash EquivalentsThe Company considers all
highly liquid securities with original maturities of three months or less when
acquired to be cash equivalents. There were no cash equivalents at May 31, 2011.

Financial InstrumentsAt May 31, 2011, the fair value
of the Companys financial instruments approximate their carrying value based on
their terms and interest rates.

---

29

Mineral InterestsMineral interest acquisition costs
include cash consideration and the estimated fair value of common shares issued
for mineral properties, based on recent share issuances. Exploration and
development expenditures are expensed in the period incurred until such time as
the Company establishes the existence of commercial feasibility, at which time
these costs will be deferred. Administrative expenditures are expensed in the
period incurred. Mineral interest acquisition costs and related interest and
financing costs may be deferred until the property is placed into production,
sold or abandoned. Mineral interest acquisition costs will be deferred only when
and if proven and probable reserves have been found to exist. No proven or
probable reserves are currently known to exist. Any deferred costs will be
amortized on a unit-of-production basis over the estimated proven and probable
reserves of the property following commencement of commercial production or
written off if the property is sold, allowed to lapse or abandoned.

Earnings (Loss) per Common ShareThe Company
computes net income (loss) per share in accordance with ASC Topic Earnings
per Share. The basic net loss per common share is computed by dividing the
net loss by the weighted average number of common shares outstanding; basic loss
per share excludes the impact of common stock equivalents. Diluted net loss per
share gives effect to all dilutive potential common shares outstanding during
the period using the as if converted basis, i.e., it utilizes the average
market price per share when applying the treasury stock method in determining
common stock equivalents. For the year ended May 31, 2011, and for the period
May 17, 2006 (date of inception), through May 31, 2011, there were no variances
between the basic and diluted loss per share as there were no potential dilutive
securities.

Income TaxesThe Company has adopted ASC Topic
Accounting for Income Taxesas of inception. The Company recognizes
deferred tax assets and liabilities based on differences between the financial
reporting and tax bases of assets and liabilities using the enacted tax rates
and laws that are expected to be in effect when the differences are expected to
be recovered. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

Foreign Currency TranslationThe Companys
functional and reporting currency is the United States dollar and where
necessary the accounts of the Companys foreign operations have been translated
into United States dollars in accordance with ASC Topic Foreign Currency
Translation. Assets and liabilities of those operations are translated in
U.S. dollars using exchange rates as of the balance sheet date; income and
expenses are translated using the average exchange rates for the reporting
period. Translation adjustments are deferred in accumulated other comprehensive
income (loss), a separate component of shareholders deficit.

Fair Value of financial Instruments.ASC disclosures
about fair value of financial instruments define the fair value of a financial
instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties. The carrying values of the Companys
financial instruments, which include cash, accounts receivable, and accrued
expenses, approximate fair values due to the short-term maturities of such
instruments.

Use of Estimates in the Preparation of Financial Statements.The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates and assumptions.

Recent Accounting Pronouncements

ASC Topic The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  A Replacement of
FASB Statement No. 162 became effective on September 15, 2009. This
standard establishes the FASB Accounting Standards Codification (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. As of the effective date, all
existing accounting standard documents were superseded and, accordingly, all
subsequent public filings will reference the Codification as the sole source of
authoritative literature.

---

30

In February 2009, the FASB issued ASU No. 2011-09
Subsequent Events (ASC Topic 855) Amendments to Certain Recognition and
Disclosure Requirements (ASU No. 2011-09) which requires an entity that
is an SEC filer to evaluate subsequent events through the date that the
financial statements are issued and removes the requirement for an SEC filer to
disclose a date, in both issued and revised financial statements, through which
the filer had evaluated subsequent events. The adoption did not have an impact
on the Companys financial position and results of operations.

In January 2010, FASB issued Accounting Standards Update
(ASU) No. 2011-06, 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
2011-06 did not have a material impact on the Companys financial statements.

In June 2009, ASC Topic Amendments to FASB interpretation
No. 46(R) which modifies how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated was issued. This topic clarifies that the
determination of whether a company is required to consolidate an entity is based
on, among other things, the entitys purpose and design and a companys ability
to direct the activities of the entity that most significantly impact the
entitys economic performance. This topic requires an ongoing reassessment of
whether a company is the primary beneficiary of a variable interest entity and
also requires additional disclosures about a companys involvement in variable
interest entities and any significant changes in risk exposure due to that
involvement. The topic was effective for fiscal years beginning after November
15, 2010. The adoption of this standard did not have a material impact on our
consolidated results of operations or financial condition.

Effective June 30, 2009, we adopted a new accounting standard
related to the disclosure requirements of the fair value of financial
instruments. This standard expands the disclosure requirements of fair value
(including the methods and significant assumptions used to estimate fair value)
of certain financial instruments to interim period financial statements that
were previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on our
financial statements.

In May 2009, ASC Topic Subsequent Events was issued
which provides guidance to establish general standards of accounting for and
disclosures of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The topic also
requires entities to disclose the date through which subsequent events were
evaluated as well as the rationale for why that date was selected. The topic is
effective for interim and annual periods ending after June 15, 2009. SFAS 165
requires that public entities evaluate subsequent events through the date that
the financial statements are issued. Subsequent events were reviewed through the
date the financial statements were issued. See note 8 for events occurring
subsequent to May 31, 2011.

In December 2007, ASC Topic Business Combinationswas
issued.The objective of this statement significantly changes the
accounting for business combinations. An acquiring entity will be required to
recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition date fair value with limited exceptions. This topic applies
prospectively to 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. The Company does not expect the adoption of this topic to
have a material impact on the consolidated financial statements.

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 on October 1, 2009. The adoption of this topic did not have a
material impact on the Company's consolidated results of operations or financial
condition.

---

31

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 8.     Financial Statements and
Supplementary Data

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

The Report of Independent Registered Public Accounting Firm by
M&K CPAs, PLLC, for the audited financial statements for the years ended May
31, 2011, and 2010 is included herein immediately preceding the audited
financial statements.

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)

(An Exploration Stage Company)

FINANCIAL STATEMENTS

For the fiscal years ended May 31, 2011, and May 31, 2010,
  andInception on May 17, 2006, to May 31, 2011



|REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------------
|                                                             
|BALANCE
      SHEETS                                         
|                                                             
|STATEMENTS
      OF OPERATIONS                               
|                                                             
|STATEMENT
      OF STOCKHOLDERS EQUITY (DEFICIT)            
|                                                             
|STATEMENTS
      OF CASH FLOWS                               
|                                                             
|NOTES
      TO THE FINANCIAL STATEMENTS                      

F-1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
  All American Gold Corp. 
  (An Exploration Stage Company)

We have audited the accompanying balance sheets of All American
  Gold Corp. (an Exploration Stage Company) as of May 31, 2011 and May 31, 2010,
  and the related statements of operations, changes in stockholders' equity
  (deficit), and cash flows for the years then ended. The financial statements for
  the period May 17, 2006 (inception), through May 31, 2008, were audited by other
  auditors whose reports expressed unqualified opinions on those statements. The
  financial statements for the period May 16, 2006 (inception), through May 31,
  2011, include total revenues of $0 and a net loss of $540,684. Our opinion on
  the statements of operations, stockholders equity (deficit) and cash flows for
  the period May 17, 2006 (inception), through May 31, 2008, insofar as it relates
  to amounts for prior periods through May 31, 2008, is based solely on the
  reports of other auditors. These financial statements are the responsibility of
  the Company's management. Our responsibility is to express an opinion on these
  financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The Company
  is not required to have, nor were we engaged to perform, an audit of its
  internal control over financial reporting. Our audit included consideration of
  internal control over financial reporting as a basis for designing audit
  procedures that are appropriate in the circumstances, but not for the purpose of
  expressing an opinion on the effectiveness of the Company's internal control
  over financial reporting. Accordingly, we express no such opinion. An audit also
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements, assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of All American
  Gold Corp. as of May 31, 2011 and 2010, and the results of its operations,
  changes in stockholders' equity (deficit) and cash flows for the periods
  described above in conformity with accounting principles generally accepted in
  the United States of America.

The accompanying financial statements have been prepared
  assuming that the Company will continue as a going concern. As discussed in Note
  1 to the financial statements, the Company has insufficient working capital,
  which raises substantial doubt about its ability to continue as a going concern.
  Management's plans regarding those matters also are described in Note 1. The
  financial statements do not include any adjustments that might result from the
  outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

August 26, 2011

F-2

---

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

|                                                                                                                                                                                                                                                                    |   | May
      31, 2011 |   |   | May
      31, 2010 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                                                                                                                                                                                                                                    |   |                    |   |   |                    |  
|ASSETS                                                                                                                                                                                                                                                              |   |                    |   |   |                    |  
|                                                                                                                                                                                                                                                                    |   |                    |   |   |                    |  
|CURRENT ASSETS                                                                                                                                                                                                                                                      |   |                    |   |   |                    |  
|Cash                                                                                                                                                                                                                                                                | $ | 9,913              |   | $ | 8,926              |  
|Prepaid expenses                                                                                                                                                                                                                                                    |   | 1,100              |   |   | 1,200              |  
|TOTAL
      ASSETS                                                                                                                                                                                                                                                  | $ | 11,013             |   | $ | 10,126             |  
|                                                                                                                                                                                                                                                                    |   |                    |   |   |                    |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                                                                                      |   |                    |   |   |                    |  
|                                                                                                                                                                                                                                                                    |   |                    |   |   |                    |  
|CURRENT LIABILITIES                                                                                                                                                                                                                                                 |   |                    |   |   |                    |  
|Due to an
      officer and director                                                                                                                                                                                                                                | $ | 30,000             |   | $ | 20,000             |  
|Due to a non-related party                                                                                                                                                                                                                                          |   | 10,000             |   |   | -                  |  
|Convertible note
      and interest, net of discount                                                                                                                                                                                                                |   | 247,301            |   |   | -                  |  
|Accounts payable and accrued liabilities                                                                                                                                                                                                                            |   | 14,096             |   |   | 3,626              |  
|                                                                                                                                                                                                                                                                    |   |                    |   |   |                    |  
|TOTAL
      LIABILITIES                                                                                                                                                                                                                                             |   | 301,397            |   |   | 23,626             |  
|                                                                                                                                                                                                                                                                    |   |                    |   |   |                    |  
|STOCKHOLDERS EQUITY (DEFICIT )                                                                                                                                                                                                                                     |   |                    |   |   |                    |  
|Capital stock                                                                                                                                                                                                                                                       |   |                    |   |   |                    |  
|Authorized 
                
      800,000,000 shares of common stock, $0.001 par value, 
            Issued and outstanding 
                
      92,900,000 & 72,000,000 shares of common stock at May 31, 2011, and 
                 2010,
      respectively |   | 92,900             |   |   | 90,400             |  
|Additional paid-in
      capital                                                                                                                                                                                                                                    |   | 157,400            |   |   | 110,260            |  
|                                                                                                                                                                                                                                                                    |   |                    |   |   |                    |  
|Deficit accumulated during the
      exploration stage                                                                                                                                                                                                              |   | (540,684           | ) |   | (132,800           | )
|Total stockholders equity (deficit)                                                                                                                                                                                                                                |   | (290,384           | ) |   | (13,500            | )
|Total Liabilities and Stockholders Equity
      (Deficit)                                                                                                                                                                                                          | $ | 11,013             |   | $ | 10,126             |  

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)STATEMENTS OF OPERATIONS

|                                                                                |   |                    |   |   |                    |   |   | Cumulative         |  
|------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                                                |   |                    |   |   |                    |   |   | results of         |  
|                                                                                |   |                    |   |   |                    |   |   | operations from    |  
|                                                                                |   | Twelve Months      |   |   | Twelve Months      |   |   | May 17, 2006       |  
|                                                                                |   | ended              |   |   | ended              |   |   | (inception) to     |  
|                                                                                |   | May
      31, 2011 |   |   | May
      31, 2010 |   |   | May
      31, 2011 |  
|                                                                                |   |                    |   |   |                    |   |   |                    |  
|EXPENSES                                                                        |   |                    |   |   |                    |   |   |                    |  
|                                                                                |   |                    |   |   |                    |   |   |                    |  
|Exploration mining property - China                                             | $ | -                  |   | $ | 20,000             |   | $ | 20,000             |  
|Exploration mining property - USA                                               |   | 303,807            |   |   | -                  |   |   | 303,807            |  
|Bank charges                                                                    |   | 753                |   |   | 337                |   |   | 1,663              |  
|Loss on currency exchange                                                       |   | (48                | ) |   | (3                 | ) |   | 729                |  
|Interest expense - promissory notes &
      advances                            |   | 1,000              |   |   | 868                |   |   | 2,644              |  
|Interest expense  convertible debenture                                        |   | 10,301             |   |   | -                  |   |   | 10,301             |  
|Contributed administrative support (note 4)                                     |   | -                  |   |   | -                  |   |   | 300                |  
|Consulting                                                                      |   | 4,500              |   |   | 15,000             |   |   | 19,500             |  
|Office                                                                          |   | 8,457              |   |   | 8,334              |   |   | 20,704             |  
|Organizational costs                                                            |   | -                  |   |   | -                  |   |   | 300                |  
|Professional fees                                                               |   | 36,065             |   |   | 13,952             |   |   | 85,335             |  
|Corporate services                                                              |   | -                  |   |   | -                  |   |   | 5,000              |  
|Public relations                                                                |   | 4,729              |   |   | -                  |   |   | 5,519              |  
|Registration and filing fees                                                    |   | 15,260             |   |   | 2,895              |   |   | 22,183             |  
|Management fees                                                                 |   | 18,500             |   |   | 4,752              |   |   | 26,477             |  
|Transfer Agent                                                                  |   | 3,229              |   |   | 5,975              |   |   | 9,204              |  
|Travel and meals                                                                |   | 1,331              |   |   | 4,941              |   |   | 7,018              |  
|                                                                                |   |                    |   |   |                    |   |   |                    |  
|Total expenses                                                                  |   | 407,884            |   |   | 77,051             |   |   | 540,684            |  
|                                                                                |   |                    |   |   |                    |   |   |                    |  
|NET LOSS FOR THE PERIOD                                                         | $ | (407,884           | ) | $ | (77,051            | ) | $ | (540,684           | )
|                                                                                |   |                    |   |   |                    |   |   |                    |  
|BASIC AND DILUTED LOSS PER COMMON SHARE                                         | $ | (0.00              | ) | $ | (0.00              | ) |   |                    |  
|                                                                                |   |                    |   |   |                    |   |   |                    |  
|WEIGHTED AVERAGE NUMBER OF BASIC ANDDILUTED
          COMMON SHARES OUTSTANDING |   | 91,639,726         |   |   | 72,000,000         |   |   |                    |  

The accompanying notes are an integral part of these financial
  statements

F-4

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)STATEMENT OF
    STOCKHOLDERS EQUITY (DEFICIT)Cumulative from inception May 17, 2006, to May 31, 2011

|                                                                                             |  |                     |  |   |         |  |   |            |   |   |              |   |   | Deficit     |   |   |          |  
|-------------------------------------------------------------------------------------------- |  | ------------------- |  | - | ------- |  | - | ---------- | - | - | ------------ | - | - | ----------- | - | - | -------- | -
|                                                                                             |  |                     |  |   |         |  |   |            |   |   | Share        |   |   | Accumulated |   |   |          |  
|                                                                                             |  |                     |  |   |         |  |   | Additional |   |   | Subscription |   |   | During the  |   |   |          |  
|                                                                                             |  | (Note 7)            |  |   | Paid-in |  |   | Receivable |   |   | Exploration  |   |   |             |  
|                                                                                             |  | Common
      Stock  |  |   | Capital |  |   |            |   |   | Stage        |   |   | Total       |  
|                                                                                             |  | No. of
      shares |  |   | Amount  |  |   |            |   |   |              |   |   |             |   |   |          |  
|                                                                                             |  |                     |  |   |         |  |   |            |   |   |              |   |   |             |   |   |          |  
|Common stock issued for cash at $0.001 per
      share - May 31, 2006 (notes 4 and 6)        |  | 50,000,000          |  | $ | 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 sold in private
      placement offering ($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   |  
|                                                                                             |  |                     |  |   |         |  |   |            |   |   |              |   |   |             |   |   |          |  
|Net loss for the year ended                                                                  |  |                     |  |   |         |  |   |            |   |   |              |   |   |             |   |   |          |  
|May 31, 2010                                                                                 |  | -                   |  |   | -       |  |   | 100        |   |   | -            |   |   | (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, 2011                                                                                 |  | -                   |  |   | -       |  |   | -          |   |   | -            |   |   | (21,286     | ) |   | (21,286  | )
|Balance, May 31, 2009                                                                        |  | 72,000,000          |  |   | 72,000  |  |   | (44,700    | ) |   | -            |   | $ | (55,749     | ) | $ | (28,449  | )
|                                                                                             |  |                     |  |   |         |  |   |            |   |   |              |   |   |             |   |   |          |  
|Common stock issued for cash at $0.001 per share  Mar
      17, 2010(note 6)                |  | 18,400,000          |  |   | 18,400  |  |   | 73,600     |   |   | -            |   |   | -           |   |   | 92,000   |  
|Net loss for the year ended May 31, 2011                                                     |  | -                   |  |   | -       |  |   | -          |   |   | -            |   |   | (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 | )

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
    FLOWSFOR THE YEARS ENDED MAY 31, 2011 AND 2010AND THE
    PERIOD FROM MAY 17, 2006 (INCEPTION), TO MAY 31, 2011(With comparative figures for the year ended May 31, 2010)

|                                                                                 |   |                    |   |   |                    |   |   | Cumulative         |  
|-------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                                                 |   |                    |   |   |                    |   |   | results of         |  
|                                                                                 |   |                    |   |   |                    |   |   | operations from    |  
|                                                                                 |   |                    |   |   |                    |   |   | May 17, 2006       |  
|                                                                                 |   | Year ended         |   |   | Year ended         |   |   | (inception) to     |  
|                                                                                 |   | May
      31, 2011 |   |   | May
      31, 2010 |   |   | May
      31, 2011 |  
|                                                                                 |   |                    |   |   |                    |   |   |                    |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                             |   |                    |   |   |                    |   |   |                    |  
|Net loss for the period                                                          | $ | (407,884           | ) | $ | (77,051            | ) | $ | (540,684           | )
|Adjustments to reconcile net
      loss to net cash used in operating activities |   |                    |   |   |                    |   |   |                    |  
|- contributed administrative
      support by an officer (note 4)                |   | -                  |   |   | -                  |   |   | 300                |  
|- issuance of
      shares under consulting agreement                            |   | 12,500             |   |   | -                  |   |   | 12,500             |  
|- accretion of interest on
      convertible notes                               |   | 10,301             |   |   | -                  |   |   | 10,301             |  
|- prepaid
      expenses                                                         |   | 100                |   |   | (1,200             | ) |   | (1,100             | )
|Changes in                                                                       |   |                    |   |   |                    |   |   |                    |  
|- due to related
      parties                                                   |   | -                  |   |   | -                  |   |   | 3,325              |  
|- accounts payable and accrued liabilities                                       |   | 10,470             |   |   | (3,878             | ) |   | 10,871             |  
|                                                                                 |   |                    |   |   |                    |   |   |                    |  
|NET CASH USED
      IN OPERATING ACTIVITIES                                      |   | (374,513           | ) |   | (82,129            | ) |   | (504,587           | )
|                                                                                 |   |                    |   |   |                    |   |   |                    |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |   |                    |   |   |                    |   |   |                    |  
|Proceeds from issuance of
      common stock                                     |   | -                  |   |   | 92,000             |   |   | 119,000            |  
|Proceeds from issuance of notes payable (note
      4)                           |   | 20,000             |   |   | 20,050             |   |   | 61,091             |  
|Proceeds from convertible
      notes                                            |   | 355,500            |   |   | -                  |   |   | 355,500            |  
|Payments on related party notes payable                                          |   | -                  |   |   | (21,091            | ) |   | (21,091            | )
|                                                                                 |   |                    |   |   |                    |   |   |                    |  
|NET CASH
      PROVIDED BY FINANCING ACTIVITIES                                  |   | 375,500            |   |   | 90,959             |   |   | 514,500            |  
|                                                                                 |   |                    |   |   |                    |   |   |                    |  
|NET CASH
      PROVIDED BY INVESTING ACTIVITIES                                  |   | -                  |   |   | -                  |   |   | -                  |  
|                                                                                 |   |                    |   |   |                    |   |   |                    |  
|NET INCREASE (DECREASE) IN CASH                                                  |   | 987                |   |   | 8,830              |   |   | 9,913              |  
|                                                                                 |   |                    |   |   |                    |   |   |                    |  
|CASH, BEGINNING
      OF PERIOD                                                  |   | 8,926              |   |   | 96                 |   |   | -                  |  
|                                                                                 |   |                    |   |   |                    |   |   |                    |  
|CASH, END OF
      PERIOD                                                        | $ | 9,913              |   | $ | 8,926              |   | $ | 9,913              |  

There were no significant non-cash transactions from inception
  on May 17, 2006, to May 31, 2011

|Supplemental cash flow information: Cash paid for: |   |     |  |   |     |  |   |       | 
|-------------------------------------------------- | - | --- |  | - | --- |  | - | ----- | 
|                                                   |   |     |  |   |     |  |   |       | 
|Interest                                           | $ | 868 |  | $ | 730 |  | $ | 1,644 | 
|Income taxes                                       | $ | -   |  | $ | -   |  | $ | -     | 

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
    Financial StatementsMay 31, 2011

NOTE 1  BASIS OF PRESENTATION

| | a) | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Osprey Ventures, Inc. (the Company) was incorporated in
      the state of Wyoming on May 17, 2006, and changed its name to All American
      Gold Corp. on October 15, 2010, to engage in the acquisition, exploration
      and development of mineral resource properties. The Company is considered
      an exploration stage company as it has not generated revenues from its
      operations.                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | b) | 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 its 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.                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | In the accompanying financial statements, the Company
      incurred an accumulated deficit of $540,684 for the period from May 17,
      2006 (inception), to May 31, 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 properties. The Companys success will also be dependent
      upon its ability to raise sufficient capital to fund its exploration
      programs and, if gold is discovered, to exploit the discovery on a timely
      and cost-effective basis.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

| | a) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The preparation of financial statements in accordance
      with generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and the disclosure of contingent assets and liabilities at the
      date of financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | b) | Functional Currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Companys functional currency is the United States
      (U.S.) dollar.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | c) | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Cash consists of cash on deposit with high quality major
      financial institutions and to date the Company has not experienced losses
      on any of its balances. The carrying amounts approximate fair market value
      due to the liquidity of these deposits. For purposes of reporting cash
      flows, the Company considers all short-term investments with an original
      maturity of three months or less to be cash equivalents. We had no cash
      equivalents at either May 31, 2011, or May 31,
      2010.

F-7

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

| | d) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Companys financial instruments consist of cash,
      accounts payable and accrued liabilities and loans from related parties.
      At May 31, 2011, the fair value of the Companys financial instruments
      approximate their carrying value based on their terms and interest
      rates.                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | e) | Mineral Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Mineral interest acquisition costs include cash
      consideration and the estimated fair value of common shares issued for
      mineral properties, based on recent share issuances. Exploration and
      development expenditures are expensed in the period incurred until such
      time as the Company establishes the existence of commercial feasibility,
      at which time these costs will be deferred. Administrative expenditures
      are expensed in the period incurred.                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Mineral interest acquisition costs and related interest
      & financing costs may be deferred until the property is placed into
      production, sold or abandoned. These costs will be deferred only when and
      if proven and probable reserves have been found to exist. No proven or
      probable reserves are currently known to exist.                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Any deferred costs will be amortized on a
      unit-of-production basis over the estimated proven and probable reserves
      of the property following commencement of commercial production or written
      off if the property is sold, allowed to lapse or abandoned.                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | On an on-going basis, the Company evaluates the status of
      its mineral properties based on results to date to determine the nature of
      exploration and development work that is warranted in the future. If there
      is little prospect of further work on a property being carried out, the
      deferred costs related to that property are written down to their
      estimated recoverable amount.                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | f) | Loss per Common Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Basic net loss per share is computed by dividing the net
      income available to common shareholders (the numerator) for the period by
      the weighted average number of common shares outstanding (the denominator)
      during the period. The computation of diluted earnings is similar to basic
      earnings per share, except that the denominator is increased to include
      the number of additional common shares that would have been outstanding if
      potentially dilutive common shares had been issued. At May 31, 2011, and
      May 31, 2010, there was no variance between basic and diluted loss per
      share as there were no potentially dilutive securities
      outstanding.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | g) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Company accounts for income taxes under the
      provisions of ASC Topic, Accounting for Income Taxes. which requires
      recognition of deferred tax liabilities and assets for the expected future
      tax consequences of events that have been included in the financial
      statements or tax returns. Under this method, deferred tax liabilities and
      assets are determined based on the difference between the financial
      statement and tax bases of assets and liabilities and losses carried
      forward using enacted tax rates in effect for the year in which the
      differences are expected to reverse.                                                                   

F-8

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

| |    | The Corporation currently has no issues that create
      timing differences that would mandate deferred tax expense. Net operating
      losses would create possible tax assets in future years. Due to the
      uncertainty as to the utilization of net operating loss carry forwards, a
      valuation allowance has been made to the extent of any tax benefit that
      net operating losses may generate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | No provision for income taxes has been recorded due to
      the net operating loss carry forwards totalling approximately $540,684 as
      of May 31, 2011, that will be offset against future taxable income; these
      operating loss carry forwards expire in various years through 2031. No tax
      benefit has been reported in the financial statements because the
      Corporation believes there is a 50% or greater chance the carry forwards
      will expire unused.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The accounts of the Companys foreign operations have
      been translated into United States dollars. Assets and liabilities of
      those operations are translated in U.S. dollars using exchange rates as of
      the balance sheet date; income and expenses are translated using the
      average exchange rates for the reporting period. Translation adjustments
      are deferred in accumulated other comprehensive income (loss), a separate
      component of stockholders equity. The translation was not material to
      accumulate in the current fiscal year.                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | i) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Company accounts for stock-based compensation issued
      to employees based on ASC Topic Share Based Payment which establishes
      standards for the accounting for transactions in which an entity exchanges
      its equity instruments for goods or services. It also addresses
      transactions in which an entity incurs liabilities in exchange for goods
      or services that are based on the fair value of the entitys equity
      instruments or that may be settled by the issuance of those equity
      instruments.                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Topic does not address the accounting for employee
      share ownership plans, which are subject to AICPA Statement of Position
      93-6, Employers Accounting for Employee Stock Ownership
      Plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | It requires an entity to measure the cost of employee
      services received in exchange for an award of equity instruments based on
      the grant-date fair value of the award (with limited exceptions). That
      cost will be recognized over the period during which an employee is
      required to provide service in exchange for the award  the requisite
      service period (usually the vesting period). It further requires that the
      compensation cost relating to share-based payment transactions be
      recognized in financial statements. That cost will be measured based on
      the fair value of the equity or liability instruments issued. The scope of
      the Topic includes a wide range of share-based compensation arrangements
      including share options, restricted share plans, performance-based awards,
      share appreciation rights, and employee share purchase plans.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | As at May 31, 2011, the Company had not adopted a stock
      option plan nor had it granted any stock options. Accordingly no
      stock-based compensation has been recorded to
      date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-9

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

| | j) | Joint Ventures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | All exploration and production activities are conducted
      jointly with others and, accordingly, the accounts reflect only the
      Companys proportionate interest in such activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | k) | Environmental Protection and Reclamation
      Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The operations of the Company have been, and may in the
      future be affected from time to time in varying degrees by changes in
      environmental regulations including those for future removal and site
      restorations costs. Both the likelihood of new regulations and their
      overall effect upon the Company may vary from region to region and are not
      predictable.                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Companys policy is to meet or, if possible, surpass
      standards set by relevant legislation, by application of technically
      proven and economically feasible measures. Environmental expenditures that
      relate to ongoing environmental and reclamation programs will be charged
      against statements of operations as incurred or capitalized and amortized
      depending upon their future economic benefits. The Company does not
      currently anticipate any material capital expenditures for environmental
      control facilities because all property holdings are at early stages of
      exploration. Therefore, estimated future removal and site restoration
      costs are presently considered minimal.                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | l) | Fair Value of financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Disclosures about fair value of financial instruments
      define the fair value of a financial instrument as the amount at which the
      instrument could be exchanged in a current transaction between willing
      parties. The carrying values of the Company's financial instruments, which
      include cash, accounts receivable, and accrued expenses, approximate fair
      values due to the short-term maturities of such instruments.                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | m) | Exploration  Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company is considered an exploration-stage company,
      having limited operating revenues during the period presented in
      compliance with ASC Topic Accounting and Reporting of Development Stage
      Companies which requires those companies to report their operations,
      shareholders deficit and cash flows since inception through the date that
      revenues are generated from managements intended operations, among other
      things, Management has defined inception as May 17, 2006. Since inception,
      the company has incurred a net loss of $540,684. Much of this is related
      to professional fees and the first phase of exploration on our optioned
      mining property. Management has provided financial data since May 17, 2006
      (inception), in the financial statements.

NOTE 3  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS

In June 2009, ASC Topic The FASB
  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-10

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 3  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS (continued)

The Codification is 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 is effective in the second quarter of the year ending May 31, 2011,
  and accordingly, the Annual Report on Form 10-K for the year ended May 31, 2011,
  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 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 2009, FASB issued Accounting
  Standards Update (ASU) No. 2011-06, 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
  2011-06 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-11

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 3  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS (continued)

In August 2010, 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 are currently
  evaluating the impact of this standard, but 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, 2010.
  The Company does not expect the impact of its adoption to be material to its
  financial statements.

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

NOTE 4  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 $5,000
  ($.0001/share).

Officers contributed administrative services to the Company for
  certain 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.

F-12

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 4  RELATED PARTY TRANSACTIONS (continued)

On January 1, 2009, the Company entered into a Management
  Services Agreement with its 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 for the current calendar year
  as a result of the lack of available funds from within the Corporations
  operations.

On April 16, 2011, a director of the Company, through a wholly
  owned corporation, loaned the Company $30,000 in exchange for a promissory note.
  The note carries a five percent interest rate and matures on April 30, 2011.
  Accrued interest payable on the note was $1,000 at May 31, 2011.

On December 1, 2010, the Company 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 provide the Company with various
  consulting services. As compensation, the Company has 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 has issued 2,500,000 shares of the Companys common
  stock which, for accounting purposes, has been valued at $12,500 which is based
  on the last issue price of our common stock of $0.005 per share.

NOTE 5  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS

Gao Feng Gold Property  Jiangxi
  Province, China

In April, 2007 the Company entered into
  an Option to Purchase and Royalty Agreement, as amended May 15, 2010, to acquire
  a 25% interest in a mining property with no known reserves, in Jiangxi Province,
  China. As at February 28, 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, consideration or share issuances are required as a
  result of the termination of the agreement.

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

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

| |  | An option to acquire a 70% interest in a mineral
      exploration property called the Belleville property in Mineral County,
      Nevada. TAC Gold has an underlying option agreement with Minquest Inc. for
      the acquisition of a 100% interest in the property (under which agreement
      Minquest has retained a 3% net smelter return royalty);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An option to acquire a 35% interest in a mineral
      exploration property called the Goldfield West property in Esmeralda
      County, Nevada. TAC Gold has an underlying option agreement with Minquest
      Inc. for the acquisition of a 100% interest in the property; and                                                                          

F-13

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 5  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 121⁄2 months to September 9, 2011 as amended on August 10, 2011.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 regard 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
  (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 below.

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 and 1,000,000
  shares in regards to the Goldfield West Property, periodically over the terms of
  the agreements). We are obligated to reimburse TAC Gold in either cash for the
  fair market value of the TAC Gold shares that are issued to Minquest or in the
  issuance of the equivalent value of All American shares as have a market value
  equal to the amount of the payment then due. The common shares of TAC Gold are
  listed for trading on the CNSX.

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

F-14

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 5  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS (continued)

BELLEVILLE  ALL AMERICANS 70%
  INTEREST

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


Technically we are in default of the option agreement for not
  having issued shares to TAC and for not having paid the $120,000 property
  expenditure. However, TAC has not yet completed their share issuance to Minquest
  so we currently do not have a basis upon which to make our share issuance to
  TAC. We have been informed that TAC will complete their share issuance by the
  end of the first full week of September at which time we intend to make our
  payment to TAC. Further, we are still awaiting a cash call and a formalized
  exploration program from TAC, Minquest and their engineers as to the planned
  exploration program for the current work season; we expect to be in a position
  to move forward in September, 2010 and will make whatever expenditures are
  required at that time. In the event that we elected to terminate the option
  agreement, no payment or share issues would be required to be made. Should TAC
  fail to issue the shares under its agreements with Minquest or fail to make its
  required property expenditures, All American would either have to negotiate with
  Minquest and form a new option agreement between Minquest and All American or
  terminate the option and lose our interest in the property or make some other
  mutually agreeable arrangement with the parties involved.

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 ExpenditureSeptember 14, 2010
      $200,000 (paid)
      Nil
      NilNovember 21, 2010
      $100,000 (paid)
      Nil
      NilJanuary 20, 2011
      $7,000 (paid) *
      Paid by TAC
      $70,000January 20, 2012
      $10,500
      TBD
      $70,000January 20, 2013
      $10,500
      TBD
      $87,500January 20, 2014
      $14,000
      TBD
      $105,000January 20, 2015
      $14,000
      TBD
      $122,500January 20, 2016
      $17,500
      TBD
      $140,000January 20, 2017
      $24,500
      TBD
      $175,000TOTALS
      $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

F-15

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 5  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS (continued)

Technically we are in default of the option agreement for not
  having issued shares to TAC and for not having paid the $70,000 property
  expenditure. However, TAC has not yet completed their share issuance to Minquest
  so we currently do not have a basis upon which to make our share issuance to
  TAC. We have been informed that TAC will complete their share issuance by the
  end of the first full week of September at which time we intend to make our
  payment to TAC. Further, we are still awaiting a cash call and a formalized
  exploration program from TAC, Minquest and their engineers as to the planned
  exploration program for the current work season; we expect to be in a position
  to move forward in September, 2010 and will make whatever expenditures are
  required at that time. In the event that we elected to terminate the option
  agreement, no payment or share issues would be required to be made. Should TAC
  fail to issue the shares under its agreements with Minquest or fail to make its
  required property expenditures, All American would either have to negotiate with
  Minquest and form a new option agreement between Minquest and All American or
  terminate the option and lose our interest in the property or make some other
  mutually agreeable arrangement with the parties involved.

NOTE 6  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.

|b) | Stock Options                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                         
|   | The Company does not have a stock option plan and no
      options or rights to acquire options have been
      granted.

NOTE 7  INCOME TAXES

The Company accounts for income taxes under the asset and
  liability method prescribed by ASC Topic Accounting for Income Taxes. This
  approach requires the recognition of deferred tax assets and liabilities for the
  expected future tax consequences attributable to temporary differences between
  the carrying amounts and the tax bases of assets and liabilities. Deferred tax
  assets and liabilities are measured using enacted tax rates expected to be
  applicable to taxable income in the years in which those temporary differences
  are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a
  change in tax rates is recognized in income in the period that includes the
  enactment date. Valuation allowances are established when necessary to reduce
  deferred tax assets to the amounts expected to be realized.

F-16

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 7  INCOME TAXES (continued)

In addition, effective June 1, 2007, the Company adopted ASC
  740-10, Accounting for Uncertainty in Income Taxes, which clarifies the
  criteria that an individual tax position must satisfy for some or all of the
  benefits of that position to be recognized in a companys financial statements.
  ASC 740-10 prescribes a recognition threshold of more likely than not, and a
  measurement attribute for all tax positions taken or expected to be taken on a
  tax return, in order for those tax positions to be recognized in the financial
  statements. The Company did not record any transition adjustment as a result of
  the adoption of ASC 740-10.

The Company recognizes accrued interest and penalties related
  to potential liability for uncertain tax positions as a component of tax
  expense. This policy did not change as a result of the adoption of ASC 740-10.
  No penalties were recognized during fiscal 2011 or fiscal 2010.

No provision for income taxes has been recorded due to the net
  operating loss carry forwards totalling approximately $540,684 as of May 31,
  2011, that will be offset against future taxable income. The available net
  operating loss carry forwards expire in various years through 2030. No tax
  benefit has been reported in the financial statements because the Corporation
  believes there is a 50% or greater chance the carry forwards will expire unused.

May 312011
      
      2010Net Operating Loss
      $
      540,684
      $
      132,800Statutory Rate
      $
      34%
      $
      34%Income tax recovery at statutory rate
      $
      183,833
      $
      45,152Less valuation allowance
      
      (183,833)
      
      (45,152)Net deferred income tax asset
      
      ---
      
      ---


NOTE 8  SUBSEQUENT EVENTS

On July 1, 2011, Brent Welke resigned as chief financial
  officer and treasurer of the Company to be replaced by Dr. Gaspar R. Gonzalez,
  Jr. as chief financial officer and treasurer of the Company who was also
  appointed as a director. Mr. Welke will remain as president, secretary and chief
  executive officer of the Company and as a member of the Companys board of
  directors. Our Board of Directors is now comprised of Messrs. Brent Welke,
  Gaspar R. Gonzalez and Ma Cheng Ji.

On July 1, 2011, we entered into a consulting agreement with
  Dr. Gaspar R. Gonzalez, Jr., for a term of 36 months, whereby Dr. Gonzalez has
  agreed to provide the Company with various consulting services as chief
  financial officer and treasurer of the Company. As compensation, the Company
  issued 2,000,000 shares of the Companys common stock. In addition Dr. Gonzalez
  will be paid US$1,000 on the first day of each of the 36 months, pursuant to the
  terms of the consulting agreement.

F-17

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
      Inc.)(An Exploration Stage Company)Notes to the
    Financial StatementsMay 31, 2011

NOTE 8  SUBSEQUENT EVENTS (continued)

On July 11, 2011, we issued 400,000 shares of our common stock
  in a private placement, raising gross proceeds of $200,000, or $0.50 per 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.

On July 13, 2011, we issued 875,000 shares of our common stock
  at $0.40 per share upon receipt of Notice of Conversion related to a $350,000
  Convertible Note. 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.

On August 1, 2011, we entered into a consulting services
  agreement with Parkside Communications, Inc. of New York, NY, for a term of five
  and one-half months (51⁄2) months, whereby Parkside will provide consulting
  services to the Corporation in the establishment of a formalized investor
  relations program. As compensation, the Company has agreed to pay $5,000
  commencing August 15, 2011 and $5,000 per month on the fifteenth day of each
  month during the term of the agreement with the final payment on January 15,
  2012 being $2,500, pursuant to the terms of the consulting services agreement.

There are no other subsequent events upon which to report.
  Subsequent events have been evaluated through the date of this financial report
  as being the latest practicable and most reasonable date for which to evaluate
  and include subsequent events in this report.

F-18

---

32

Item 9.     Changes in and Disagreements
With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.

There were no changes in our independent accountants for the
years ended May 30, 2011, and 2010.

Item 9A(T). Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to our management, including our
principal executive officer (our president) and our principal accounting and
financial officer (our chief financial officer and treasurer) to allow for
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Our management does not expect that our disclosure controls or
our internal controls over financial reporting will prevent all error and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

As of May 31, 2011, the year end period covered by this report,
we carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and our principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
chief financial officer concluded that our disclosure controls and procedures
were ineffective as of the end of the period covered by this annual report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the fiscal year ended May 31,
2011, that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

Management's Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act, and assessed the effectiveness of our internal control
over financial reporting as of May 31, 2011. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. A material weakness is a deficiency or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the companys annual or interim
financial statements will not be prevented or detected on a timely basis. We
have identified the following material weaknesses:

|1. | As of May 31, 2011, we did not maintain effective
      controls over the control environment. Specifically, we have not developed
      and effectively communicated to our employees our accounting policies and
      procedures. This has resulted in inconsistent practices. Further, the
      Board of Directors does not currently have any independent members and no
      director qualifies as an audit committee financial expert as defined in
      Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs
      have a pervasive effect across the organization, management has
      determined that these circumstances constitute a material
  weakness.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

33

|2. | As of May 31, 2011, we did not maintain effective
      controls over financial statement disclosure. Specifically, controls were
      not designed and in place to ensure that all disclosures required were
      originally addressed in our financial statements. Accordingly, management
      has determined that this control deficiency constitutes a material
      weakness.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Because of these material weaknesses. management has concluded
that the Company did not maintain effective internal control over financial
reporting as of May 31, 2011, based on the criteria established in Internal
Control-Integrated Framework issued by COSO.

This annual report does not include an attestation report of
the companys independent registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to the
attestation by the companys registered public accounting firm pursuant to
temporary rules of the SEC that permit the company to provide only managements
report.

Item 9B. Other Information

None.

---

34

PART III

Item 10.   Directors, Executive Officers and
Corporate Governance

The following individuals serve as the directors and executive
officers of our company as of the date of this annual report. All directors of
our company hold office until the next annual meeting of our shareholders or
until their successors have been elected and qualified. The executive officers
of our company are appointed by our board of directors and hold office until
their death, resignation or removal from office.

Position Held with Our
    
    Date First ElectedName
    Company
    Age
    or AppointedBrent Welke
    Chief Executive Officer Chief Operating Officer
      Director
    64
    December 1, 2010Dr. Gaspar R
      Gonzalez, Jr.
    Chief Financial Officer Director
    57
    July
      1, 2011Ma Cheng Ji
    Director
    64
    Sept. 13, 2008


None of the directors or officers has professional or technical
accreditation in the exploration, development or operations of mining or mining
related projects. During the past year, our current and former president, Mr.
Welke and Mr. Ma, respectively, spent approximately 10% of his time
(approximately 6 hours per week) on the affairs of All American. For the coming
year, it is anticipated that Mr. Welkes time commitment and requirement will
remain approximately the same; Mr. Mas work load with the Corporation will
likely decrease. It is expected that Dr. Gonzalez will also spend approximately
10% of his time (approximately 6 hours per week) on the affairs of All American.

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

Brent Welke  President, Secretary, Treasurer, Chief
Executive Officer and Director  From August, 2002 to present, Mr. Welke
has been an attorney practicing various areas of law such as estates, class
actions, consumer protection and bankruptcy, and post conviction criminal
litigation. From April 2007 to August 2008, he was the chief executive officer
of Agnova Corporation, a high tech soil supplement Corporation. From 1982 to
1990, he was chief landman for the North American Coal Company of North Dakota
whereby he was responsible for all corporate leases and acquisition of surface
tracts in various states and supervised a complete corporate real estate
restructuring. As a chief executive officer, Mr. Welkes responsibilities
included overseeing the Corporations day-to-day activities.

Gaspar R. Gonzalez, Jr.  Chief Financial Officer and Treasurer
- As chief financial officer, Dr. Gonzalez, Jr. oversees all of the
organization, planning, reporting and analyzing of the Companys financial data.
Dr. Gonzalez, Jr. has more than fifteen years executive-level experience in
financial management organizations. Prior to joining the Company, from 1997 to
2009, he was an advisor on global business alliances and a senior director of
international development in strategic affairs and governmental business
development with United States Advanced Resource Technologies. His
responsibilities included the introduction and development of strategic business
alliances; serving as host with governments, while bridging respective
organizations to key decision making contacts in the target country; identifying
the clients needs and interfacing with the sales and delivery of technical
advisory services, mergers and acquisitions, and infrastructure developers in
Asia/Pacific, Latin America, Africa and Europe; leading international
operations. These included functions of general management issues specializing
in banking and international finance, international trade and commerce, energy,
water, environmental management, telecommunications, healthcare, pharmaceutical
and nutraceutical, food and distribution sectors. From August 2005 to July 2007
Dr. Gonzalez, Jr. was the senior advisor, director, project manager and program
facilitator with Menon Foundation in Dubai, UAE, where his responsibilities
included advising on all phases of negotiations and contracts, stemming from
letters of intent to final payments and review of contract structures;
coordinating with all responsible parties and consolidating reports; verifying
and hypothecating all negotiable instruments for transactions;
identifying fraudulent operators and coordinating reporting with the Federal
Reserve and all other respective duties assigned by the authority of the Sheik.
His financial control and commercial skills played a crucial role in helping
Menon Foundation achieve and exceed its projected growth year after year. He has
experience in the financial sector working with entities such as IMF,
Export-Import Bank, World Bank, USAID and others specializing in banking,
international financial operations, international trading and minerals and oil
related industries. Dr. Gonzalez earned his Bachelor of Business Administration
degree at Florida Atlantic University (1979). He also holds a Doctorate Business
Administration/PHD (1992) in international business development and finance. Dr.
Gonzalez is multilingual  DOD/NSA certified in English, Spanish, French,
Portuguese, Italian and with working knowledge in Chinese.

---

35

Ma Cheng Ji (Jack) Director  Mr. Ma Cheng Ji
(Jack) a director, is the Managing Director of Jiujiang Gaofeng Mining Industry
Company, a production and exploration mining company focused in the Central
China region (All Americans formerly optioned mineral property in China is
owned and operated by Jiujiang). Mr. Ma is also the President of Shanghai Trust
Investment Consultant Co., Ltd, where he specializes in research and analysis of
Asian public equity markets; he also provides management consultation to both
public and private enterprises. Mr. Ma graduated in 1961 with a Bachelors
degree in publishing from Shanghai Publishing College and received a
postgraduate degree in comparative literature from Japan University in Tokyo in
1989. He was formerly a director of Biopack Environmental Solutions  which is
quoted on the OTC-BB under the symbol BPAC.

Involvement in Certain Legal Proceedings

During the past five years, none of our officers, directors,
promoters or control persons have had any of the following events occur:

- a bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- conviction in a criminal proceeding or being subject to a pending criminal
  proceeding, excluding traffic violations and other minor offenses;
- being subject to any order, judgement or decree, not substantially
  reversed, suspended or vacated, of any court of competent jurisdiction,
  permanently enjoining, barring, suspending or otherwise limiting his
  involvement in any type of business, securities or banking business; and/or
- being found by a court of competent jurisdiction, in a civil action, the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgement has not been reversed,
  suspended or vacated.

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of our common stock to
file with the SEC initial statements of beneficial ownership, reports of changes
in ownership and annual reports concerning their ownership of our common stock
and other equity securities, on Forms 3, 4 and 5 respectively. Executive
officers, directors & greater than 10% shareholders are required by the SEC
regulations to furnish us with copies of all Section 16(a) reports that they
file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended May 31, 2011, all filing requirements applicable
to our officers, directors and greater than 10% percent beneficial owners were
complied with , with the exception of the following:

Name
    Number of Late Reports
    Number of Transactions Not
      Reported on a Timely Basis
    Failure to File Required
      FormsBrent Welke
    0
    0
    0Gaspar R. Gonzalez
    0
    0
    0


(1) Ma Cheng Ji failed to file a Form
5, Annual Statement of Changes in Beneficial Ownership.

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36

Code of Ethics

Our board of directors on April 22, 2008, adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. Our Code of Business Conduct and
Ethics Program was filed as an exhibit to our Form S-1 filed with the SEC on
September 05, 2008.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an audit committee financial
expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and is independent
as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent director who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.

Web Site

All American maintains a Web site at allamericangoldcorp.com
and has two email addresses at allamericangoldcorp@gmail.com or to
info@allamericangoldcorp.com.

Item 11.   Executive Compensation

(a) General

The particulars of the compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the years
      ended May 31, 2011, and 2010; and                                                                      
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the years ended May
      31, 2011, and 2010,

who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year.

(b) Summary Compensation Table

Name and Principal
      Position
    Fiscal Year
      Ended May 31
    Salary
    Bonus
    Stock Awards
      ($)
    Securities Underlying
      Options
    Options Awards (Value
      of Options) ($) (5)
    Total Compen-
      sationBrent Welke President & Director
    2011
    $6,000
    $0
    $12,500
    Nil
    $0
    $18,500James Yiu Yeung Lung President &
      Director
    2010
    $4,752
    $0
    $0
    Nil
    $0
    $0James Yiu Yeung Lung Pres. & Dir.
    2009
    $3,225
    $0
    $0
    Nil
    $0
    $0


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37

Effective January 31, 2009, All American entered into a
Management Services Agreement with Mr. James Yiu Yeung Lung at a rate of HK
$5,000 per month (approximately US $645) whereby he provided management and
financial consulting services to All American. During the current fiscal year he
received $0 (nil) under that agreement as it was terminated on December 31,
2009, as a result of our inability to develop the necessary cash flows to fund
the expense.

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 affairs of the Corporation.
As compensation, we agreed to pay Mr. Welke $1,000 per month, 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. $18,500 in management fee costs were incurred in the current year, which
includes the deemed value of the 2,500,000 shares of common stock issued to Mr.
Welke under his consulting agreement.

Subsequent to the end of the fiscal year, 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 Dr. Gonzalez has
agreed to manage the financial affairs of the Corporation. As compensation, we
agreed to pay Dr. Gonzalez $1,000 per month, 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 traded price of $0.40 per share.

The fair market value of the 50,000,000 shares of All American
originally issued to Messrs. Stephen Jackson and Bruce Jackson, the founders of
the Corporation, in October, 2006 for cash consideration of $5,000 and
subsequently sold and transferred to Messrs Yiu and Ma did not exceed the $0.001
per share that they paid for the shares.

(c) Options Grants During the Last Fiscal Year / Stock
Option Plans

We do not currently have a stock option plan in favour of any
director, officer, consultant or employee of our company. No individual grants
of stock options, whether or not in tandem with stock appreciation rights known
as SARs or freestanding SARs have been made to any executive officer or director
since our inception; accordingly, no stock options have been granted or
exercised by any of the officers or directors since we were founded.

(d) Aggregated Options Exercises in Last Fiscal Year

No individual grants of stock options, whether or not in tandem
with stock appreciation rights known as SARs or freestanding SARs have been made
to any executive officer or any director since our inception; accordingly, no
stock options have been granted or exercised by any of the officers or directors
since we were founded.

(e) Long-Tem Incentive Plans and Awards

We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance. No
individual grants or agreements regarding future payouts under non-stock
price-based plans have been made to any executive officer or any director
or any employee or consultant since our inception; accordingly, no future
payouts under non-stock price-based plans or agreements have been granted
or entered into or exercised by any of the officers or directors or employees or
consultants since we were founded.

(f) Compensation of Directors

The members of the Board of Directors are not compensated by
All American for acting as such. Directors are reimbursed for reasonable
out-of-pocket expenses incurred. There are no arrangements pursuant to which
directors are or will be compensated in the future for any services provided as
a director.

We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.

---

38

(g) Employment Contracts, Termination of Employment,
Change-in-Control Arrangements

There are no employment or other contracts or arrangements with
our officers or directors other than those disclosed in this report. There are
no compensation plans or arrangements, including payments to be made by All
American, with respect to the officers, directors, employees or consultants of
All American that would result from the resignation, retirement or any other
termination of such directors, officers, employees or consultants. There are no
arrangements for directors, officers or employees that would result from a
change-in-control.

(h) Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

(i) Family Relationships

There are no family relationships between any of our directors,
executive officers or directors.

Item 12.   Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

(a) Security Ownership of Certain Beneficial Owners

The following table sets forth, as of the date of this report,
the total number of shares owned beneficially by each of our directors, officers
and key employees, individually and as a group, and the present owners of 5% or
more of our total outstanding shares. The shareholder listed below has direct
ownership of his shares and possesses sole voting and dispositive power with
respect to the shares.

Title of Class
    Name and Address of
      Beneficial Owner [1] [2] [4]
    Amount & Nature of
      Beneficial Ownership [3]
    Percentage of
      ClassCommon stock
    Brent Welke 700 North High School Road,
      Suite 203, Indianapolis, IN 46214
    2,500,000
    2.5%Common stock
    James Yiu Yeung Lung Suite 905, 9 Floor,
      338 Kings Road, North Point, Hong Kong
    25,000,000 Beneficial Owner
    26.0%Common stock
    Ma Cheng Ji Ste. 06 - No. 1277 Ding Xi
      Road Shanghai, China 200050
    25,000,000 Beneficial Owner
    26.0%Common stock
    Gaspar R. Gonzalez 514 Enfield Road
      Delray Beach, FL 33440
    2,000,000 Beneficial Owner
    2.1%


| | [1] | The person(s) named above may be deemed to be a parent
      and promoter of All American, within the meaning of such terms under the
      Securities Act by virtue of his direct and indirect stock holdings.
      Messrs. Welke, Gonzalez, Yiu and Ma are the only promoter(s) of All
      American.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [2] | The persons named above do not have any specified rights
      to acquire, within sixty (60) days of the date of this report any options,
      warrants or rights and no conversion privileges or other similar
      obligations exist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | [3] | For Messrs. Welke, Yiu and Ma, as of May 31, 2011, and
      the date of this report and for Dr. Gonzalez as of the date of this
      report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | [4] | A beneficial owner of a security includes any person who,
      directly or indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise has or shares: (i) voting power, which includes
      the power to vote, or to direct the voting of shares; and (ii) investment
      power, which includes the power to dispose or direct the disposition of
      shares. Certain shares may be deemed to be beneficially owned by more than
      one person (if, for example, persons share the power to vote or the power
      to dispose of the shares). In addition, shares are deemed to be
      beneficially owned by a person if the person has the right to acquire the
      shares (for example, uponexercise of an option) within 60 days
of the date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to include
the amount of shares beneficially owned by such person (and only such person) by
reason of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect the
persons actual ownership or voting power with respect to the number of shares
of common stock actually outstanding on the date of this report. as of which
there were 96,175,000 shares of our common stock issued and outstanding. /P>

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39

(b) Security Ownership of Management

The following table sets forth the names and addresses of each
of our directors and officers and their respective date of commencement of their
term with All American. All directors and officers hold office until our next
annual general meeting of shareholders or until a successor is appointed.

Title of Class
    Name and Address of
      Beneficial 
      Owner [1] [3]
    Amount & Nature of
      Beneficial Ownership [2]
    Percentage of
      ClassCommon stock
    Brent Welke 700 North High School Road,
      Suite 203, Indianapolis, IN 46214 Director and officer since Dec.
      1, 2011
    2,500,000
    2.5Common stock
    Ma Cheng Ji Ste. 706 - No. 1277 Ding Xi
      Road Shanghai, China 200050 Director since Sept. 13, 2010
    25,000,000
    26.0Common stock
    Gaspar R. Gonzalez 514 Enfield Road
      Delray Beach, FL 33440
    2,000,000 Beneficial Owner
    2.1%


| | [1] | As of May 31, 2011, and the date of this report for Mr.
      Welke and Mr. Ma and as of the date of this report for Dr.
  Gonzalez.                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                             
| | [2] | Common shares beneficially owned, directly or indirectly,
      or over which control or direction is exercised, as at the date hereof
      based upon information furnished to All American by individual directors
      and officers. All such shares are held directly.
| |     |                                                                                                                                                                                                                                                                             
| | [3] | The person named above does not have any specified rights
      to acquire, within sixty (60) days of the date of this report any options,
      warrants or rights and no conversion privileges or other similar
      obligations exist.                                  

The directors, officers and other members of management of All
American, as a group, beneficially own, directly or indirectly, 27,500,000 of
our common shares, representing 29.6% of the total issued and outstanding
securities of All American as of May 31, 2011, and 29,500,000 of our common
shares, representing 30.6% of the total issued and outstanding securities as of
the date of this report.

There are no outstanding stock options.

(c) Equity Compensation Plans

We do not have a stock option plan in favour of any director,
officer, consultant or employee of our company.

(d) Changes in Control

We do not anticipate at this time any changes in control of All
American. There are no arrangements either in place or contemplated which may
result in a change of control of All American. There are no provisions within
our Articles or Bylaws that would delay or prevent a change of control.

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40

Item 13.   Certain Relationships and Related
Transactions, and Director Independence

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction or proposed transaction since the year ended May 31, 2010, in which
the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

Item 14.   Principal Accounting Fees and Services

The aggregate fees billed for the current fiscal year ended May
31, 2011, and for fiscal year ended May 31, 2010, for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included in our quarterly
reports on Form 10-Q and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for these
fiscal periods were as follows:

Year EndedMay 31, 2011
      May 31, 2010Audit Fees
      $4,000
      $4,500Audit Related Fees
      $6,550
      $4,950Tax Fees
      Nil
      NilAll Other Fees
      Nil
      NilTotal
      $10,550
      $9,450


Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2011, for professional services rendered by the principal accountant for
the audit of our annual financial statements and the review of financial
statements included in our filed Form 10Qs were approximately $10,550 as
compared to $9,450 for the similar period of the preceding fiscal year and for
the period from inception on May 17, 2006, to May 31, 2011, the amount was
approximately $32,100.

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2010, for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review
for the audit or review of our annual financial statements and the review of
financial statements and are not reported under the previous item, Audit Fees,
was approximately $0 (nil) and $0 (nil) for the similar period last year and for
the period from inception on May 17, 2006, to May 31, 2011, the amount was
approximately $0 (nil).

Tax Fees: The aggregate fees billed for the fiscal years ended
May 31, 2011, and 2010 for professional services rendered by the principal
accountant for tax compliance and tax planning was approximately $0 and for the
period from inception on May 17, 2006, to May 31, 2011, the amount was
approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years
ended May 31, 2011 and 2010 for products and services provided by the principal
accountant other than the services reported above was $0 and for the period from
inception on May 17, 2006, to May 31, 2011, the amount was $0 (nil).

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

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41

PART IV

Item 15.   Exhibits, Financial Statement Schedules

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    |                     
|    | (2)                 
|    |                     
|(b) | Exhibits            

|Exhibit No. | Description                                                                                                                                                                                                                                                                                                                                 
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)         | Articles of
        Incorporation and By-laws                                                                                                                                                                                                                                                                                               
|3.1         | Articles of Incorporation (incorporated
        by reference from our Report on Form S-1 filed on September 5, 2008)                                                                                                                                                                                                                        
|3.2         | Bylaws (incorporated
        by reference from our Report on Form S-1 filed on September 05, 2008)                                                                                                                                                                                                                                          
|            |                                                                                                                                                                                                                                                                                                                                             
|(10)        | Material Contracts                                                                                                                                                                                                                                                                                                                          
|10.1        | Option to Purchase and Royalty
        Agreement between All American Gold Corp. and Jiujiang Gao Feng Mining
        Industry Limited Company (incorporated by reference from our Report on
        Form S- 1 filed on September 05, 2008)                                                                                                 
|10.2        | Code of Business
        Conduct & Ethics and Compliance Program (incorporated by reference
        from our Report on Form S-1 filed on September 05, 2008)                                                                                                                                                                                
|10.3        | First Amendment to Option to
        Purchase and Royalty Agreement) between All American Gold Corp. and Jiujiang
        Gao Feng Mining Industry Limited Company dated May 15, 2010 (incorporated
        by reference from our Annual Report on Form 10K filed on August 29, 2010)                                                       
|10.4        | Property Agreement
        dated August 23, 2010, between All American Gold Corp. and TAC Inc. pertaining
        to the acquisition of a 70% interest in the Belleville mining property
        in Mineral County, Nevada (incorporated by reference from our Form 8K
        Report filed on August 26, 2010)                             
|10.5        | Property Agreement dated August
        23, 2010, between All American Gold Corp. and TAC Inc. pertaining to the
        acquisition of a 35% interest in the Goldfield West mining property in
        Esmeralda County, Nevada (incorporated by reference from our Form 8K Report
        filed on August 26, 2010)                       
|10.6        | Letter Agreement
        dated August 23, 2010, between All American Gold Corp. and TAC Inc. relating
        to the acquisition of a first right of refusal to acquire an interest
        in the Iowa Canyon mining property in Lander County, Nevada (incorporated
        by reference from our Form 8K Report filed on August 26, 2010)
|10.7        | Consulting Agreement between
        All American Gold Corp. and Brent Welke dated December 1, 2011 (incorporated
        by reference to our Form 8K filing of December 14, 2010)                                                                                                                                                          
|10.8        | Termination of
        the Option to Purchase and Royalty Agreement between All American Gold
        Corp. and Jiujiang Gao Feng Mining Industry Limited Company (incorporated
        by reference from our Report on Form 8-K filed on February 4, 2011)                                                                                 
|10.9        | Consulting Agreement between
        All American Gold Corp. and Dr. Gaspar R. Gonzalez Jr. dated July 1, 2011
        (incorporated by reference to our Form 8K filing of July 1, 2011)                                                                                                                                                    
|            |                                                                                                                                                                                                                                                                                                                                             
|(31)        | Section 302 Certification                                                                                                                                                                                                                                                                                                                   
|31.1 *      | Section
        302 Certification - Certification of Brent Welke as 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 *      | Section
        302 Certification - Certification of Brent Welke as 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)        | Section 906
        Certification                                                                                                                                                                                                                                                                                                           
|32.1 *      | Section
        906 Certification - Certification of Brent Welke as 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 *      | Section
        906 Certification - Certification of Brent Welke as Chief Financial Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002                                                                                                                        

* Filed herewith

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42

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

ALL AMERICAN GOLD CORP. (Registrant)

| | By: | /s/ Brent Welke                                                            
| | --- | -----------------------------------------------------------------------------
| |     | Brent Welke, President, Secretary and Director
      (Principal Executive    
| |     | Officer, Chief Executive Officer)                                            
| |     |                                                                              
| | By: | /s/ Gaspar R. Gonzalez                                                     
| |     | Gaspar R. Gonzalez, Treasurer and Director
      (Principal Financial Officer
| |     | and Chief Financial Officer)                                                 
| |     | Date: August 26, 2011                                                        

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

| | By: | /s/ Brent Welke                                                            
| | --- | -----------------------------------------------------------------------------
| |     | Brent Welke, President, Secretary and Director
      (Principal Executive    
| |     | Officer, Chief Executive Officer)                                            
| |     |                                                                              
| | By: | /s/ Gaspar R. Gonzalez                                                     
| |     | Gaspar R. Gonzalez, Treasurer and Director
      (Principal Financial Officer
| |     | and Chief Financial Officer)                                                 
| |     |                                                                              
| | By: | /s/ Ma Cheng Ji                                                            
| |     | Ma Cheng Ji, Director                                                        
| |     | Date: August 26, 2011                                                        

---