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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

This annual report on Form 10-K/A is being filed to amend the report of the auditor. Pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A contains the complete text of the Original Form 10-K, the cover page of which has been amended, as well as the current dated certifications from the Principal Executive Officer and the Principal Financial Officer.

Our current auditors have relied on the work of predecessor auditors and refer to the other auditors and identify the periods audited by those other auditors in the introductory paragraph of their audit report. The amendment contained herein contains the revised opinion paragraph of our audit report to refer to the report(s) of the other auditors in expressing an opinion on the cumulative period from May 17, 2006 (inception) through May 31, 2013.

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

For the fiscal year ended MAY 31, 2013

[   ] 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.)
|                                                         |                                     
|514 Enfield Road, Delray Beach, FL                       | 33440-2840                          
|(Address of principal executive offices)                 | (Zip Code)                          

Issuers telephone number: (888) 755-9766Issuers
Web site: www.allamericangoldcorp.comIssuers email address:
info@allamericangoldcorp.comor allamericangold@gmail.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: 42,136,122 common shares at $0.01 = $421,361.

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2

(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. 96,636,122 common
shares issued and outstanding as of the date of this report.

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

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: Nil.

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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.

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4

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.

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, 2010 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 514 Enfield Road, Delray Beach, FL 33440-2840. Our
telephone number is (888) 755-9766 and our e-mail addresses are
info@allamericangoldcorp.com or allamericangold@gmail.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 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.

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 acquired were 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); the option on the property was terminated on
  September 11, 2012, as the result of poor results and overburden issues;
- 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; the option on the property was terminated on
  May 31, 2013, because of inadequate results and TACs election not to move
  forward on the project.

Belleville Property - Mineral County, Nevada

Pursuant to the terms of the agreement, we assumed 70% of the
obligations of TAC under their agreement with Minquest which consisted 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 was 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.

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6

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 (paid)
    9,804 (issued)
    $120,000 (paid)August 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
    $133,000
    
    $1,320,000


On September 11, 2012, we and TAC elected to terminate the
agreement as the result of poor results and overburden issues; no further
payment or share issues are required to be made..

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.

Goldfields West Property, Esmeralda County,
Nevada

In regards to the agreement for the Goldfields West property,
the obligations assumed consisted 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, 2011, and $100,000 on November 24, 2011, payment of which included
a credit for the annualized payment due at January 20, 2012), 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 was 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 were obligated to
reimburse TAC in either cash for the fair market value of the TAC shares that
were issued to Minquest or in the issuance of the equivalent value of All
American shares as had 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 was 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) *
    9,651 (issued)
    $70,000 (paid)September 20, 2012
    $10,500 (paid)
    41,667
    $70,000


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January 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

After reviewing a revised exploration program from Minquest and
their engineers as to the planned exploration program for the current work
season, TAC elected not to go forward and we followed suit. The issue involved a
lack of sufficient results and the high cost of the projected exploration
program with little or no indication of positive results from the program. Since
we elected to terminate the option agreement, no further payment or share issues
are required to be made.

The Goldfield West property is an exploration property
comprised of 105 unpatented mining claims covering a total of 850 hectares or
2100 acres, approximately 3.5 hours northwest of Las Vegas, Nevada, by car; it
is approximately 3 miles west of the town of Goldfield and adjacent to
International Minerals (IMZ) Goldfield properties and is easily accessed via
well graded dirt roads.

Mineral Property Interests  State of Nevada  U.S.A.
(with Desert Pacific Explorations, Inc.)

Bell Flats Mineral Property  Churchill County,
Nevada

On May 7, 2012, we entered into a non-binding Letter of Intent
(the Desert Pacific Bell Flats LOI) with Desert Pacific Exploration, Inc.
(Desert Pacific) that set out the general terms and conditions between Desert
Pacific and the Corporation for the Bell Flats mineral property located in
Churchill County, Nevada, which allowed us to exclusively investigate the
mineral property for a forty-five (45) day period until June 22, 2012, whereby
the Corporation would have an exclusive right to enter into a mining option
agreement with Desert Pacific at any time prior to June 22, 2012. In
consideration of signing the Letter of Intent, we paid to Desert Pacific sum of
$2,500 concurrently with the execution and delivery of the LOI.

The Bell Flats Project was comprised of 14 unpatented mining
claims covering a total of 280 acres within the Nevada mining district,
Churchill County, Nevada located approximately 5 miles north of Gabbs, Nevada
and 25 miles north of the Paradise Peak mine. This project represents an
exploration property with no defined resource. Extensive soil and rock sampling,
geophysical surveys and drilling have identified several alteration zones along
a corridor approximately 3,500 meters in length. Gold and silver occur developed
along the contact of jasperoid and argillized Tertiary volcanic rock
intermittently along the corridor. The mineralization has been encountered from
surface to depths of 160 meters in drilling. Gold values exceed 5.1 g/t in
trenching while silver values reach 200 g/t from historic drilling. The
mineralized zone is open in all directions. A Santa Fe type model is indicated
for the project based on the geology and alteration.

The project area encompasses a northwesterly trending
structural zone. The structure cuts Tertiary felsic volcanic rocks and Triassic
sediments which are the host rocks at the nearby Santa Fe gold-silver deposits.
Alteration as jasperoid follows the contact of the Triassic limestone and
Tertiary volcanic rocks. Shallow pits, trenches and drill holes have encountered
gold and silver within argillized shale and jasperoid developed along this
contact and within a clay altered felsic volcanic. Altered rocks are capped by
post-mineral basalt and wind-blown sand.

On June 22, 2012, the Board, following consultation with our
geological engineer, elected not to proceed with exploration work or to enter
into an option agreement in regards to the Bell Flats mineral property. Our
engineers advised that there was insufficient merit to the project and All
American was advised to not enter into a mining option agreement with Desert
Pacific to explore the project. As a result, we have no further obligations
under the Letters of Intent on the project.

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8

Mineral Property Interest  Vernon Mining Division 
Vernon, British Columbia, Canada.

Alex Mineral Claims (with James Hason)

On November 1, 2012, we entered into a Mineral Property
Acquisition Agreement with James Hason that set out the general terms and
conditions between Hason and the Corporation in regards to the Alex mineral
property located in the Vernon Mining Division, British Columbia, Canada, which
allows us an option to investigate and purchase the property until March 31,
2013, by making payment of $6,000 upon the execution of the Agreement. Hason may
extend the option until October 30, 2013, by our making an additional payment of
USD $2,000 on or before March 31, 2013. In consideration of signing the
Agreement, we have paid to Hason the sum of $6,000 concurrently with the
execution and delivery of the Agreement.

By paying the Vendor an additional $200,000 on or before
October 30, 2013, Hason agreed to extend the option to purchase 100% of his
interest in the Property upon the following terms:

| | (a) | Cash Payments and Share Consideration: we shall pay Hason
      the sum of $250,000 or issue an equivalent market value in the
      Corporations common shares on or before June 1, 2016.                                                                                                                                                                                                                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Work Commitments: we agree to incur a minimum of $800,000
      in expenditures on the property by June 1, 2016, or until we exercise the
      right to acquire the Property. The Corporation shall spend $100,000 by
      December 31, 2013, $200,000 by June 1, 2014, and $500,000 by June 1, 2016.
      All such work on the property, when completed, shall be filed with the
      proper regulatory authorities.
| | (c) | Royalty: upon the Commencement of Commercial Production,
      we shall pay Hason a royalty (the Royalty), being equal to 2% of net
      smelter returns on all mineral production. We may purchase the Royalty at
      any time for the payment of $1,000,000.                                                                                                                                                      

On March 31, 2013, the Board, following consultation with our
geological engineer, elected not to proceed with exploration work or to enter
into an option agreement in regards to the Hason Mineral Claims. Our engineers
advised that given the current mining climate, the high cost of a projected
exploration program that did not indicate positive results would come from the
exploration efforts that there was insufficient merit to the project and All
American was advised to not enter into a mining option agreement to explore the
project. As a result, we have no further obligations under the Mineral Property
Acquisition.

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

We are currently seeking other projects and mineral interests
in which we may become involved that will have merit as potential positive
mining projects.

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9

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, 2013, 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.

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
were incorporated on May 17, 2006, and have been involved primarily in
organizational activities and the acquisition & 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 any 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.

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. 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.

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10

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.        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.

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11

10.      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 514 Enfield Road, Delray
Beach, FL 33440-2840. Our telephone number is (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.

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, 2012, at which time stockholders approved the following actions:

|1. | received the financial statements of the Corporation for
      its financial year ended May 31, 2012, 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, Dr. Gaspar R. Gonzalez, Jr., to
      serve until the next Annual General Meeting of Shareholders or until his
      respective successor is elected or appointed;           
|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,
  2013.

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12

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 BidAugust 31, 2012
    $0.01
    $0.01November 30, 2012
    $0.01
    $0.01February 29, 2013
    $0.01
    $0.01May 31, 2013
    <$0.01
    <$0.01


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, 2013, the shareholders' list of our common shares
showed 16 registered shareholders holding 59,269,761 shares with a further
37,366,361 shares being held by broker-dealers. There are 96,636,122 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, 2012, 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 514 Enfield Road, Delray Beach, FL 33440-2840. Our
telephone number is (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.

Results and Plan of Operation for Mining
Properties

Mineral Properties  United States of America -
Nevada

We held interests in the Belleville property and the Goldfield
West property subject to our making certain payments, share issuances and
exploration expenditures through 2016 and 2017 respectively. For a description
of the agreements, please see the section entitled Our Current Business on
pages 5 to 8 above. Following decisions by TAC to proceed no further with the
two projects, our engineers advised that given the current mining climate, the
high cost of the projected exploration program that did not indicate positive
results would come from the exploration efforts that there was
insufficient merit to the project and All American was advised to not continue
efforts to explore the project. As a result, we have no further obligations
under the Mineral Property Acquisition and have terminated the option
agreements.

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13

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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14

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.

Significant gold and silver mineralization was earlier detected
only within the NESW trending shear/vein systems. 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.

Results of Operations

Drilling was initiated at the Belleville project on December 5,
2011. The plan was to drill two to four angle drill holes into a pediment
covered geophysical anomaly interpreted to be a buried structure, which could be
mineralized, similar to nearby veins within the exposed mountain range. The
first hole, drilled at -45 degrees using an RC rig, was lost after drilling 120
feet of alluvium. A second hole at -60 degrees was attempted and was also lost
before reaching bedrock. Upon encountering unexpectedly thick alluvium
(gravel), the company contracted an expert in reverse circulation mud drilling
to supervise the drilling of the IP target and brought in special equipment to
facilitate placing casing through the gravel. Following this work, we again
attempted to drill the IP target in January, 2012 with a mud rotary hole being
attempted. After a number of problems 90 feet of casing was finally installed. A
tricone bit was then used to extend the hole to avoid the heavy vibration caused
by a hammer bit. Initially this was successful down to 200 feet where the hole
remained in gravel. Caving again became a problem and to avoid losing the entire
drill string the hole was abandoned at 235 feet.

The single deepest hole drilled at Belleville was logged and
sent for geochemical analysis to check for possible alluvial gold. Anomalous
gold ranging from 0.04 to 0.08 g/t was detected from 65 to 70 feet, 190 to 200
feet and 225 to 230 feet. Although these values are anomalous they are far below
what would be considered ore grade mineralization.

All American Gold reviewed other targets on the property for
future exploration with its technical team. Minquest and TAC along with our
engineers reviewed the property to determine alternate drilling locations or a
method of avoiding the alluvium and being able to continue to be able to drill
the planned target. TAC agreed to postpone our obligation to make further
payments on the property by one year, to delay the 2012 exploration program
until at least May 31, 2013, and to extend the option agreement by one full
year.

Our engineers advised that given the current mining climate,
the high cost of a projected exploration program that did not indicate positive
results would come from the exploration efforts that there was insufficient merit to the project and All American was advised
to not continue with further efforts to explore the project. At this time no
further work on the IP target is planned given the unstable nature of the
alluvium. As a result, we have no further obligations under the Property
Acquisition Agreement.

---

15

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

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.

Results of Operations and Plan of Operation

Drilling was initiated on September 24th, 2011,
using a reverse circulation (RC) drill rig. A total of five angled RC holes
totaling 3,510 feet were drilled. Two east-west fences of two holes each were
drilled in the South target (See Figure 1 below) attempting to identify major
feeder faults interpreted from geophysical surveys conducted over the area. The
two fences are 300 feet apart. A fifth hole was drilled 4,500 feet north near a
historic hole containing a significant thickness of anomalous gold.

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16

Four near-vertical feeder faults were identified in the three
sections drilled (See Figures 2, 3 and 4 below). Faults were identified by
intervals containing much higher silver values than those within the
volcaniclastic hosted gold/silver zones. Volcaniclastic hosted mineralization
spread from these feeders. It is hypothesized that densely welded tuffaceous
rocks at depth are brittle enough to form openings in which high-grade veins
might form. The targets identified can easily be tested with angle RC holes
which will need to be approximately 1,500 feet in depth.

Drill holes GFW1101 and 1102 were drilled on Section 83300N
(Feet North) on the same section as GFW1002C, a steeply dipping core hole
drilled in 2010 which defined the stratigraphy of the area and contained
numerous +0.01 g/t gold intercepts with some quartz/sulfide veining. GFW1101
intersected 10 feet of 0.17 g/t gold and 18.6 g/t silver at 140-150 feet. The
hole has an additional 160 feet total thickness of +0.10 g/t gold, but no other
high silver grades. This intercept appears to be a north-south trending steeply
west dipping feeder fault. The association of high silver with or without gold
in feeder faults was discovered while drilling the Nevada Eagle vein extension
several years ago. Brittle rocks occur roughly 900 to 1,100 feet below the
surface on Section 83300N and where the interpreted fault crosses these rocks is
a high-grade vein target.

Drill holes GFW1103 and 1104 were drilled on Section 83500N.
GWF1103 contained two high silver intervals, postulated to be two feeder faults.
From 215 to 225 feet the hole assays 13.3 g/t silver and from 320 t0 330 feet
assays 25.1 g/t Ag. GFW1004 contains 36.7 g/t silver from 215-220 feet. These
three interpreted faults were given the same orientation as those on Section
83300N. Again, brittle rocks occur roughly 900 to 1,100 feet below the surface
and where the interpreted faults cross these rocks are high-grade vein targets.
Geochemical results for all five holes using a 0.10 g/t gold equivalent (AuEq)
cut off are shown in the table below.

GFW1105 was drilled on Section 87900N in an area where a
historic vertical drill hole (MZ4) had intersected a thick section of anomalous
gold. This hole intersected 0.65 g/t gold and 28.7 g/t silver from 170 to 180
feet. This indicated feeder fault was interpreted as parallel to the feeder
faults further south and the target depth is interpreted as the same.

The results show thick sections of nearly flat-lying
volcaniclastic hosted gold/silver mineralization with values averaging 0.3 to
0.5 g/t AuEq with infrequent near vertical feeder faults as shown by high silver
values. While the flat-lying mineralization is not currently economic the
extensive volume of mineralization indicates major feeder faults were active in
the area.

As a result of the current mining climate and the challenge of
raising sufficient capital to carry out a further drill program, TAC elected to
terminate the Option Agreement on May 31, 2013. Richard Kern, M.S., (P.Geo. and
SME member) of Reno, Nevada, is the Companys qualified person on the project.

Bell Flats Mineral Property  Churchill County,
Nevada

On May 7, 2012, we entered into a non-binding Letter of Intent
(the Desert Pacific Bell Flats LOI) with Desert Pacific Exploration, Inc.
(Desert Pacific) that set out the general terms and conditions between Desert
Pacific and the Corporation for the Bell Flats mineral property located in
Churchill County, Nevada, which allowed us to exclusively investigate the
mineral property for a forty-five (45) day period until June 22, 2012, and
whereby the Corporation has an exclusive right to enter into a mining option
agreement with Desert Pacific at any time prior to June 22, 2012. In
consideration of signing the Letter of Intent, we paid to Desert Pacific sum of
$2,500 concurrently with the execution and delivery of the LOI.

The Bell Flats Project is comprised of 14 unpatented mining
claims covering a total of 280 acres within the Nevada mining district,
Churchill County, Nevada and is located approximately 5 miles north of Gabbs,
Nevada and 25 miles north of the Paradise Peak mine. This project represents an
advanced stage exploration property with no defined resource. Extensive soil and
rock sampling, geophysical surveys and drilling have identified several
alteration zones along a corridor approximately 3,500 meters in length. Gold and
silver occur developed along the contact of jasperoid and argillized Tertiary
volcanic rock intermittently along the corridor. The mineralization has been
encountered from surface to depths of 160 meters in drilling. Gold values exceed 5.1 g/t in trenching
while silver values reach 200 g/t from historic drilling. The mineralized zone
is open in all directions. A Santa Fe type model is indicated for the project
based on the geology and alteration.

---

17

On June 22, 2012, the Board of Directors following consultation
with our geological engineer elected not to proceed with exploration work or to
enter into an option agreement with Desert Pacific in regards to the Essex
mineral property. After reviewing all of the available data our engineers
concluded that there was insufficient merit to the projects and that All
American was advised to not enter into a mining option agreement with Desert
Pacific to explore the project. As a result, All American has no further
obligations under the Letters of Intent on either project.

Alex Mineral Claims (with James Hason)  Vernon Mining
Division  Vernon, British Columbia

On November 1, 2012, we entered into a Mineral Property
Acquisition Agreement with James Hason that set out the general terms and
conditions between Hason and the Corporation in regards to the Alex mineral
property located in the Vernon Mining Division, British Columbia, Canada, which
allows us an option to investigate and purchase the property until March 31,
2013, by making payment of $6,000 upon the execution of the Agreement. Hason may
extend the option until October 30, 2013, by our making an additional payment of
USD $2,000 on or before March 31, 2013. In consideration of signing the
Agreement, we have paid to Hason the sum of $6,000 concurrently with the
execution and delivery of the Agreement.



Map of the property location of the Alex Claims in British
Columbia

On March 31, 2013, the Board, following consultation with our
geological engineer, elected not to proceed with exploration work or to enter
into an option agreement in regards to the Hason Mineral Claims. Our engineers
advised that given the current mining climate, the high cost of a projected
exploration program that did not indicate positive results that might come from
the exploration efforts, there was insufficient merit to the project and All
American was advised to not enter into a mining option agreement to explore the
project. We, therefore, terminated the agreement with the vendor and as a
result, have no further obligations under the Mineral Property Acquisition.

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

We are currently seeking other projects and mineral interests
in which we may become involved that will have merit as potential positive
mining projects.

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18

RESULTS OF OPERATIONS

Year Ended May 312013
    
    2012Revenue
    $
    Nil
    $
    NilOperating Expenses
    $
    53,017
    $
    1,666,020Net Profit (Loss)
    $
    (53,017)
    $
    (1,666,020)


COMMON SHARES: Since inception we have used common stock, notes
payable, a convertible debenture and an advance from both related and
non-related parties 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, 2013, was $37,000 which was provided by to non-related
party through the issuance of a promissory note. Net cash provided by financing
activities from inception on May 17, 2006, was $1,016,000 ($599,000 as proceeds
received from sales of our common stock $355,000 through a convertible debenture
plus a net borrowing of $62,000).

Revenue

We have not earned any revenues since our inception.

Expenses

Our operating expenses for the year ended May 31, 2013 and 2012
are outlined in the table below:

Year Ended May 312012
    
    2012Exploration mining property - USA
    $      (12,677)
    
    $      341,330Exploration mining property - Canada
    6,000
    
    -Bank charges
    257
    
    758Loss on currency exchange
    -
    
    504Loss on conversion of debt
    -
    
    71,996Imputed interest expense  promissory notes
      & advances
    1,503
    
    1,525Interest expense - promissory notes &
      advances
    768
    
    869Interest expense  convertible debenture
    -
    
    108,199Consulting
    12,000
    
    9,000Office
    9,014
    
    18,060Professional fees
    13,852
    
    20,058Investor relations
    -
    
    45,000Public relations
    4,535
    
    11,390Registration and filing fees
    10,976
    
    11,328Management fees
    3,000
    
    1,014,000Transfer agent
    1,200
    
    7,680Travel and meals
    2,588
    
    4,323TOTAL
    $53,017
    
    $1,666,020


Operating expenses for the year ended May 31, 2013, decreased
by approximately 97% compared to the similar period in 2012 largely due to the
lack of significant exploration expenditures and the lack of the underlying
potential cost of the issuance of option stock under a consulting agreement with
an executive officer which amounted to a charge of $1,000,000 in 2012. Excluding
this charge, the decrease relative to the previous year would only have been
approximately 92%. During the past year we continued our business plan, elected
to not proceed with further exploration work on the Goldfield West and
Belleville properties as a result of costs, the lack of significant results from
earlier exploration and the loss of a partner and made due diligence enquiries
on two other projects in Nevada and British Columbia.

---

19

During the year ended May 31, 2013, All American incurred
operating expenses of $53,017 as compared to $1,666,020 for the prior year and a
total of $2,259,721 for the period from inception on May 17, 2006, to May 31,
2013. The costs incurred can be further subdivided into the following
categories. The significant decrease was the result of a lack of an exploration
program during the current year.

EXPLORATION OF MINING PROPERTY  CHINA: No costs were incurred
in the past two years pertaining to the phase I exploration program on our
optioned exploration property in China, the Gao Feng gold property under which
the option was terminated in 2011. Since 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.

EXPLORATION AND ACQUISITION EXPENSES  MINING PROPERTIES 
CANADA: $6,000 was paid in the current year under discussion as part of the
exploration expenses of an optioned property in B.C. while $0 (nil) was expended
in the similar year ended May 31, 2012. For the period May 17, 2006 (inception)
through May 31, 2013, All American has incurred $6,000 in total on expenses in
the acquisition of the option on the Alex mining property. The option on the
property was not exercised; as a result, this cost category will have no further
costs incurred in the future.

EXPLORATION AND ACQUISITION EXPENSES  MINING PROPERTIES 
U.S.A.: At the end of the pervious year, $13,677 was recorded as a payable to
TAC and $1,000 was recorded as being receivable from TAC in regards to the
expenses incurred on the Goldfields West and Belleville properties during fiscal
2012. During the current year, the options on both properties were terminated as
a result of poor results and the high cost of returning to the projects. As a
result we and TAC agreed to write off all outstanding amounts against either
project. Therefore, we incurred a net credit of $12,677 against the exploration
expenses of the optioned properties in Nevada during the current fiscal year.
For the similar period last year, $341,330 was expended on exploration costs.
For the period May 17, 2006 (inception) through May 31, 2013, All American has
incurred $632,460 in total on expenses in the acquisition of the option on the
Goldfields West, Belleville and Iowa Canyon properties as well as the Letters of
Intent on the Essex and Bell Flats projects. Since all of these projects have
had the option terminated or the option period expired, this cost category will
have no further costs incurred in the future unless we are able to acquire new
mining properties in the United States.

BANKING AND RELATED CHARGES: $257 in banking and related
charges were incurred in the current fiscal year while $758 was incurred for the
year ended May 31, 2012. For the period May 17, 2006 (inception), through May
31, 2013, All American has incurred a total of $2,679 on such expenses.

LOSS ON CURRENCY EXCHANGE: All American incurred a $0 (nil)
loss in currency exchange for the year ended May 31, 2013, and lost $504 for the
year ended May 31, 2012. From inception on May 17, 2006, to May 31, 2013, we
have incurred a total of $1,233 in losses on currency exchange.

IMPUTED INTEREST EXPENSE  Prior to the current year, a former
officer and director had advanced $20,000 in the form of a non-interest bearing
promissory note and a non-related party had advanced $10,500 in the form of a
non-interest bearing loan. An imputed interest of $1,503 was, therefore, deemed
to have been incurred in the current fiscal year ended on May 31, 2013, which
was calculated using an interest rate of 5% (five percent) which is the interest
rate that was payable on comparable notes and advances that we have recently
incurred. $1,525 in imputed expenses were incurred for the year ended May 31,
2012. For the period May 17, 2006 (inception), through May 31, 2013, All
American has incurred a total of $3,029 on imputed interest expenses.

INTEREST EXPENSE  PROMISSORY NOTES AND ADVANCES: During fiscal
2011 - 2012 a director, through a wholly owned corporation loaned $40,000 (of
which $20,000 has been repaid) 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;
although the note is currently due, the payee has agreed not to call the note
especially in light of the repayment of $20,000 that was made during the prior
year. In addition, a non-related party advanced $37,000 to the Corporation
during the current year which is secured by a promissory note.

---

20

Interest costs of $768 regarding notes payable and advances
from officers and other related or non-related parties which had been arranged
in prior fiscal years as well as the referenced advance were incurred in the
current fiscal year; $869 was incurred for the period ended May 31, 2012. 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,
2013, All American has incurred a total of $4,281 on such expenses.

INTEREST EXPENSE  CONVERTIBLE DEBENTURE: On November 10, 2011,
the Corporation issued $355,000 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
$55,000 which was allocated to working capital. The amount due under the
convertible note could be converted at any time, at the option of the holder,
into common shares of the Corporation at a conversion price of seventy five
percent (75%) of the average closing bid prices for the ten trading days
immediately preceding the date that the Corporation receives notice of
conversion of the convertible notes. In accordance with ASC 470-20, the
Corporation determined that there was a beneficial conversion feature on the
convertible notes with an intrinsic value of $118,500. The Corporation recorded
$118,500 as additional paid-in capital and reduced the carrying value of the
convertible notes to $237,000. The carrying values of the convertible notes are
to be accreted over the term of the convertible notes up to their face value of
$355,500. The debenture was converted to shares on July 13, 2011. During the
year ended May 31, 2013, the Corporation accreted interest of $0 (nil) and
$108,199 for the similar period ended May 31, 2012. Since inception on May 17,
2006, we have incurred a total of $118,500 in interest accretable on such notes.
In the future, this cost category may change based on financing activities.

LOSS ON CONVERSION OF DEBENTURE: Based on the terms of the
above noted convertible debenture agreement we should have issued 765,027 shares
but over allotted the number of shares to be issued (875,000) through an error
in calculating the closing price as stipulated under the agreement. The value of
those over allotted shares (109,973 shares) was $71,996 which is reflected in
the financial statements as being a loss on the conversion and recorded in the
statements as such. $0 (nil) in losses on conversion of debts was incurred for
the year ended May 31, 2012. A total of $71,996 has been incurred in the period
from inception on May 17, 2006, to May 31, 2013.

CONTRIBUTED ADMINISTRATIVE SUPPORT: No contributed expenses
(for contributed administrative costs) were incurred for the year ended May 31,
2013, or 2012. For the period May 17, 2006 (inception), through May 31, 2013, 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 $12,000 in consulting fees for the
year ended May 31, 2013, and $9,000 for the year ended May 31, 2012. For the
period May 17, 2006 (inception), through May 31, 2013, $40,500 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 and consulting services provided
to the Corporation by its current senior officer.

OFFICE EXPENSES: $9,014 in office costs were incurred in the
past year. By comparison, $18,060 was incurred for the previous fiscal year
ended May 31, 2012. For the period May 17, 2006 (inception), through May 31,
2013, a total of $47,779 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, 2013, and 2012. Since inception to May
31, 2013, we have incurred a total of $300 in organizational expenses. We expect
infrequent charges.

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21

PROFESSIONAL FEES: All American incurred $13,852 in
professional fees for the fiscal year ended on May 31, 2013, and $20,058 in the
previous fiscal year. From inception to May 31, 2013, we have incurred $119,242
in professional fees mainly spent on legal, consulting and accounting matters.
This expense category will vary depending on corporate capital raising
activities.

CORPORATE SERVICES: No corporate service costs were incurred
for the years ended May 31, 2013, or 2012. For the period May 17, 2006
(inception), through May 31, 2013, All American has spent a total of $5,000 on
such expenses.

INVESTOR RELATIONS FEES: All American incurred $0 (nil) in
investor relation fees for the fiscal year ended on May 31, 2013, and $45,000 in
the previous fiscal year. From inception to May 31, 2013, we have incurred
$45,000 in investor relations fees to develop corporate awareness to the
investing community.

PUBLIC RELATINS COSTS: All American incurred $4,535 in public
relations costs for the fiscal year ended on May 31, 2013, and $11,390 in the
previous fiscal year. From inception to May 31, 2013, we have incurred $21,445
in public relations costs.

REGISTRATION AND FILING FEES: We incurred $10,976 in
registration and filing fees for the year ended May 31, 2013, and $11,328 for
the year ended May 31, 2012. For the period May 17, 2006 (inception), through
May 31, 2013, $44,487 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 December 1, 2011, 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 issued
2,500,000 shares of the Corporations common stock valued at the last issuance
price of $0.005 per share. On July 1, 2011, the Corporation entered into a
consulting agreement with Gaspar R. Gonzalez, our treasurer and a director, for
a term of 36 months, whereby Mr. Gonzalez has agreed to manage the financial
affairs of the Corporation. As compensation, we have agreed to pay him $1,000
per month for 36 months, pursuant to the terms of the consulting agreement and
issued 2,000,000 shares of the Corporations common stock valued at the last
trading price prior to entering into the agreement of $0.50 per share which
created an accounting entry of $1,000,000 which was charged to the management
fee and compensation category. $3,000 in management fee costs were incurred in
the current year as a result, while $1,014,000 was incurred for the year ended
May 31, 2012, which includes the deemed value of the 2,000,000 shares of common
stock issued to Mr. Gonzalez under his consulting agreement. For the period May
17, 2006 (inception), through May 31, 2013, All American has incurred $1,043,477
on management fees and compensation.

TRANSFER AGENT FEES: $1,200 was spent on transfer agent costs
and attendant expenses in the year ended on May 31, 2013, while $7,680 was spent
in the corresponding period for 2012. For the period May 17, 2006 (inception),
through May 31, 2013, a total of $18,084 has been spent on transfer agent
expenses.

TRAVEL AND MEAL EXPENSES: $2,588 was spent in travel and meal
costs in the year ended on May 31, 2013, while $4,323 was spent in the
corresponding period for 2012. For the period May 17, 2006 (inception), through
May 31, 2013, a total of $13,929 has been spent on travel and meal 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 2012 - 2013 or
from the date of inception.

At the end of the current fiscal year, May 31, 2013, and as of
the date of this report, All American had 96,636,122 common shares issued and
outstanding.

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22

Liquidity and Financial Condition

Working CapitalAt May 31, 2013
    
    At May 31, 2012Current Assets
    $
    $ 1,003
    $
    22,301Current Liabilities
    $
    $ 83,463
    $
    53,248Working Capital
    $
    $ (82,460)
    $
    (30,947)


Cash FlowsAt May 31, 2013
    
    At May 31, 2012Net Cash Used in Operating Activities
    $
    (57,255)
    $
    (453,712)Net Cash Provided by (Used In) Investing Activities
    $
    0
    $
    0Net Cash Provided by Financing Activities
    $
    37,000
    $
    465,000Increase (Decrease) In Cash During The Period
    $
    (20,255)
    $
    11,288


As of May 31, 2013, our company had a working capital deficit
of $82,460.

Use of Proceeds

Net cash provided by financing activities from inception on May
17, 2006, to May 31, 2013, was $1,016,000 as a result of proceeds received from
the sale of our common stock ($599,000), proceeds of a convertible debenture
($355,000) and the net amount of advances from officers and related and
non-related parties ($62,000). During that same period, the following table
indicates how those proceeds have been spent to date:

Exploration of mining property - China
    $ 20,000Exploration of mining properties - U.S.A.
    632,460Exploration of mining properties - Canada
    6,000Banking and related charges
    2,679Loss on currency exchange
    1,233Loss on conversion of debt
    71,996Imputed interest expense  promissory note & advances
    3,029Interest expense  promissory note & advances
    4,281Interest expense  convertible debenture
    118,500Consulting
    40,500Office expenses
    47,779Organizational costs
    300Professional fees
    119,242Corporate services
    5,000Investor relations
    45,000Public relations
    21,445Registration and filing fees
    44,487Management fees
    1,043,477Transfer agent
    18,084Travel and meals
    13,929Total Use of
      Proceeds to May 31, 2013
    $2,259,421


Future Operations

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception which is
likely to continue through fiscal 2013  2014. 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:

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23

Operating expenses
    $100,000New project exploration expenses
    200,000Repayment of debt
    100,000Working capital
    100,000Total
    $500,000


As at May 31, 2013, we had a working capital deficit of
$82,460. 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.

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, 2013, 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.

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24

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, 2013.

Financial InstrumentsAt May 31, 2013, the fair value
of the Companys financial instruments approximate their carrying value based on
their terms and interest rates.

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, 2013, and for the period
May 17, 2006 (date of inception), through May 31, 2013, 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.

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25

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.

Recently Adopted and Enacted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive
Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income, to improve the transparency of reporting these
reclassifications.

Other comprehensive income includes gains and losses that are
initially excluded from net income for an accounting period. Those gains and
losses are later reclassified out of accumulated other comprehensive income into
net income. The amendments in the ASU do not change the current requirements for
reporting net income or other comprehensive income in financial statements. All
of the information that this ASU requires already is required to be disclosed
elsewhere in the financial statements under U.S. GAAP. The new amendments will
require an organization to:

- Present (either on the face of the statement where net income is presented
  or in the notes) the effects on the line items of net income of significant
  amounts reclassified out of accumulated other comprehensive income - but only
  if the item reclassified is required under U.S. GAAP to be reclassified to net
  income in its entirety in the same reporting period; and
- Cross-reference to other disclosures currently required under U.S. GAAP
  for other reclassification items (that are not required under U.S. GAAP) to be
  reclassified directly to net income in their entirety in the same reporting
  period. This would be the case when a portion of the amount reclassified out
  of accumulated other comprehensive income is initially transferred to a
  balance sheet account (e.g., inventory for pension-related amounts) instead of
  directly to income or expense.

The amendments apply to all public and private companies that
report items of other comprehensive income. Public companies are required to
comply with these amendments for all reporting periods (interim and annual). The
amendments are effective for reporting periods beginning after December 15,
2012, for public companies. Early adoption is permitted. The adoption of ASU No.
2013-02 is not expected to have a material impact on our financial position or
results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance
Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets
and Liabilities, which clarifies which instruments and transactions are
subject to the offsetting disclosure requirements originally established by ASU
2011-11. The new ASU addresses preparer concerns that the scope of the
disclosure requirements under ASU 2011-11 was overly broad and imposed
unintended costs that were not commensurate with estimated benefits to financial
statement users. In choosing to narrow the scope of the offsetting disclosures,
the Board determined that it could make them more operable and cost effective
for preparers while still giving financial statement users sufficient
information to analyze the most significant presentation differences between
financial statements prepared in accordance with U.S. GAAP and those prepared
under IFRS. Like ASU 2011-11, the amend-ents in this update will be effective for fiscal periods
beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not
expected to have a material impact on our financial position or results of
operations.

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26

In October 2012, the FASB issued Accounting Standards Update
ASU 2012-04, Technical Corrections and Improvements in Accounting Standards
Update No. 2012-04. The amendments in this update cover a wide range of Topics
in the Accounting Standards Codification. These amendments include technical
corrections and improvements to the Accounting Standards Codification and
conforming amendments related to fair value measurements. The amendments in this
update will be effective for fiscal periods beginning after December 15, 2012.
The adoption of ASU 2012-04 is not expected to have a material impact on our
financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, Technical
Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments
Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting
Standards Update 2010-22 (SEC Update) in Accounting Standards Update No.
2012-03. This update amends various SEC paragraphs pursuant to the issuance of
SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material
impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, Intangibles 
Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for
Impairment in Accounting Standards Update No. 2012-02. This update amends ASU
2011-08, Intangibles  Goodwill and Other (Topic 350): Testing
Indefinite-Lived Intangible Assets for Impairment and permits an entity
first to assess qualitative factors to determine whether it is more likely than
not that an indefinite-lived intangible asset is impaired as a basis for
determining whether it is necessary to perform the quantitative impairment test
in accordance with Subtopic 350-30, Intangibles - Goodwill and Other -
General Intangibles Other than Goodwill. The amendments are effective for
annual and interim impairment tests performed for fiscal years beginning after
September 15, 2012. Early adoption is permitted, including for annual and
interim impairment tests performed as of a date before July 27, 2012, if a
public entitys financial statements for the most recent annual or interim
period have not yet been issued or, for nonpublic entities, have not yet been
made available for issuance. The adoption of ASU 2012-02 has not had a material
impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, Deferral of the
Effective Date for Amendments to the Presentation of Reclassifications of Items
out of Accumulated Other Comprehensive Income in Accounting Standards Update No.
2011-05. This update defers the requirement to present items that are
reclassified from accumulated other comprehensive income to net income in both
the statement of income where net income is presented and the statement where
other comprehensive income is presented. The adoption of ASU 2011-12 has not had
a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 Balance
Sheet: Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).
This Update requires an entity to disclose information about offsetting and
related arrangements to enable users of its financial statements to understand
the effect of those arrangements on its financial position. The objective of
this disclosure is to facilitate comparison between those entities that prepare
their financial statements on the basis of U.S. GAAP and those entities that
prepare their financial statements on the basis of IFRS. The amended guidance is
effective for annual reporting periods beginning on or after January 1, 2013,
and interim periods within those annual periods. The Company is currently
evaluating the impact, if any, that the adoption of this pronouncement may have
on its results of operations or financial position.

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.

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27

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, 2013, and 2012 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, 2013, and May 31, 2012,
andFrom the date of Inception on May 17, 2006, to May 31, 2013





|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

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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, 2013 and May 31, 2012,
  and the related statements of operations, changes in stockholders' equity
  (deficit), and cash flows for the years then ended and for the period from May
  17, 2006 (inception) to May 31, 2013. 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. Our opinion on
  the financial statements for the period from May 17, 2006 (inception) to 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, 2013 and 2012, and the results of its operations,
  changes in stockholders' equity (deficit) and cash flows for the years then
  ended and for the periods from May 17, 2006 (inception) to May 31, 2013, 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 an accumulated deficit and no
  revenue, 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 6, 2013    



F-2

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Report of Independent Registered Public Accounting
  Firm

To the Directors of 
  Osprey Ventures, Inc.(an
    Exploration Stage Company)

We have audited the balance sheet of Osprey Ventures, Inc. (an
  Exploration Stage Company) as at May 31, 2008 and the statements of operations,
  stockholders equity (deficit), and cash flows for the year then ended and the
  period from incorporation May 17, 2006 to May 31, 2008. 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
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the financial statements are free of material misstatements. The Company has
  determined that it is not required to have, nor were we engaged to perform, an
  audit of its internal control over financial reporting. Our audits 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, these financial statements present fairly in
  all material respects, the financial position of the Company as at May 31, 2008
  and the results of its operations and its cash flows for the year then ended and
  the period from incorporation May 17, 2006 to May 31, 2008 in conformity with
  U.S. generally accepted accounting principles.

The accompanying financial statements referred to above have
  been prepared assuming that the Company will continue as a going concern. As
  discussed in Note 1 to the financial statements, the Company is in the
  exploration stage, has no established source of revenue and is dependent on its
  ability to raise capital from shareholders or other sources to sustain
  operations. These factors, along with other matters as set forth in Note 1,
  raise substantial doubt that the Company will be able to continue as a going
  concern. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.

|                                     | \s\ MacKayLLP        
|------------------------------------ | ---------------------
|Vancouver, British Columbia, Canada. |                      
|August 8, 2008                       | Chartered Accountants

F-3

---

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

(An Exploration Stage Company)

BALANCE SHEETS

|                                                                                                                                                                                                           |   | May
      31, 2013 |   |   | May
      31, 2012 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                                                                                                                                                                           |   |                    |   |   |                    |  
|ASSETS                                                                                                                                                                                                     |   |                    |   |   |                    |  
|                                                                                                                                                                                                           |   |                    |   |   |                    |  
|CURRENT ASSETS                                                                                                                                                                                             |   |                    |   |   |                    |  
|Cash                                                                                                                                                                                                       | $ | 946                |   | $ | 21,201             |  
|Exploration advances                                                                                                                                                                                       |   | -                  |   |   | 1,000              |  
|Prepaid expenses                                                                                                                                                                                           |   | 57                 |   |   | 100                |  
|                                                                                                                                                                                                           |   |                    |   |   |                    |  
|TOTAL ASSETS                                                                                                                                                                                               | $ | 1,003              |   | $ | 22,301             |  
|                                                                                                                                                                                                           |   |                    |   |   |                    |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                                                                                                                                                       |   |                    |   |   |                    |  
|                                                                                                                                                                                                           |   |                    |   |   |                    |  
|CURRENT LIABILITIES                                                                                                                                                                                        |   |                    |   |   |                    |  
|Due to a related party - former
      officer and director (Note 4)                                                                                                                                        | $ | 20,000             |   | $ | 20,000             |  
|Due to
      non-related parties (Note 5)                                                                                                                                                                  |   | 47,500             |   |   | 10,500             |  
|Accounts payable and accrued liabilities                                                                                                                                                                   |   | 15,963             |   |   | 22,748             |  
|                                                                                                                                                                                                           |   |                    |   |   |                    |  
|TOTAL
      LIABILITIES                                                                                                                                                                                    |   | 83,463             |   |   | 53,248             |  
|                                                                                                                                                                                                           |   |                    |   |   |                    |  
|                                                                                                                                                                                                           |   |                    |   |   |                    |  
|STOCKHOLDERS EQUITY (DEFICIT )                                                                                                                                                                            |   |                    |   |   |                    |  
|Capital stock                                                                                                                                                                                              |   |                    |   |   |                    |  
|Authorized            
      800,000,000 shares of common stock, $0.001 par
      value,        Issued and
      outstanding            
      96,636,122 shares of common stock at May 31, 2013, and 2012 |   | 96,636             |   |   | 96,636             |  
|Additional paid-in capital                                                                                                                                                                                 |   | 2,080,625          |   |   | 2,079,121          |  
|Deficit accumulated during the
      exploration stage                                                                                                                                                     |   | (2,259,721         | ) |   | (2,206,704         | )
|Total stockholders equity (deficit)                                                                                                                                                                       |   | (82,460            | ) |   | (30,947            | )
|Total Liabilities and Stockholders Equity
      (Deficit)                                                                                                                                                 | $ | 1,003              |   | $ | 22,301             |  

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)

STATEMENTS OF OPERATIONS

|                                                                             |   |                    |   |   |                    |   |   | Cumulative      |  
|---------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | --------------- | -
|                                                                             |   |                    |   |   |                    |   |   | results of      |  
|                                                                             |   |                    |   |   |                    |   |   | operations from |  
|                                                                             |   | Twelve Months      |   |   | Twelve Months      |   |   | May 17, 2006    |  
|                                                                             |   | ended              |   |   | ended              |   |   | (inception), to |  
|                                                                             |   | May
      31, 2013 |   |   | May
      31, 2012 |   |   | May 31, 2013    |  
|                                                                             |   |                    |   |   |                    |   |   |                 |  
|EXPENSES                                                                     |   |                    |   |   |                    |   |   |                 |  
|                                                                             |   |                    |   |   |                    |   |   |                 |  
|Exploration mining property - China                                          | $ | -                  |   | $ | -                  |   | $ | 20,000          |  
|Exploration mining property - USA                                            |   | (12,677            | ) |   | 341,330            |   |   | 632,460         |  
|Exploration mining property - Canada                                         |   | 6,000              |   |   | -                  |   |   | 6,000           |  
|Bank charges                                                                 |   | 257                |   |   | 758                |   |   | 2,679           |  
|Loss on currency exchange                                                    |   | -                  |   |   | 504                |   |   | 1,233           |  
|Loss on conversion of debt                                                   |   | -                  |   |   | 71,996             |   |   | 71,996          |  
|Imputed interest expense  promissory notes
      & advances                 |   | 1,504              |   |   | 1,525              |   |   | 3,029           |  
|Interest expense - promissory notes & advances                               |   | 768                |   |   | 869                |   |   | 4,281           |  
|Interest expense  convertible debenture                                     |   | -                  |   |   | 108,199            |   |   | 118,500         |  
|Contributed administrative support (Note 7)                                  |   | -                  |   |   | -                  |   |   | 300             |  
|Consulting                                                                   |   | 12,000             |   |   | 9000               |   |   | 40,500          |  
|Office                                                                       |   | 9,014              |   |   | 18,060             |   |   | 47,779          |  
|Organizational costs                                                         |   | -                  |   |   | -                  |   |   | 300             |  
|Professional fees                                                            |   | 13,852             |   |   | 20,058             |   |   | 119,242         |  
|Corporate services                                                           |   | -                  |   |   | -                  |   |   | 5,000           |  
|Investor relations                                                           |   | -                  |   |   | 45,000             |   |   | 45,000          |  
|Public relations                                                             |   | 4,535              |   |   | 11,390             |   |   | 21,445          |  
|Registration and filing fees                                                 |   | 10,976             |   |   | 11,328             |   |   | 44,487          |  
|Management fees                                                              |   | 3,000              |   |   | 1,014,000          |   |   | 1,043,477       |  
|Transfer Agent                                                               |   | 1,200              |   |   | 7,680              |   |   | 18,084          |  
|Travel and meals                                                             |   | 2,588              |   |   | 4,323              |   |   | 13,929          |  
|                                                                             |   |                    |   |   |                    |   |   |                 |  
|Total expenses                                                               |   | 53,017             |   |   | 1,666,020          |   |   | 2,259,721       |  
|                                                                             |   |                    |   |   |                    |   |   |                 |  
|NET LOSS FOR THE PERIOD                                                      | $ | (53,017            | ) | $ | (1,666,020         | ) | $ | (2,259,721      | )
|                                                                             |   |                    |   |   |                    |   |   |                 |  
|BASIC AND DILUTED LOSS PER COMMON
      SHARE                                | $ | (0.00              | ) | $ | (0.02              | ) |   |                 |  
|                                                                             |   |                    |   |   |                    |   |   |                 |  
|WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED
      COMMON SHARES OUTSTANDING |   | 96,636,122         |   |   | 96,057,278         |   |   |                 |  

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)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)Cumulative from inception May 17, 2006, to May 31, 2013

|                                                                                             |  |                     |  |   |         |  |   |            |   |   |              |   |   | 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 (Note 7                                                                       |  | 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 7) |  | 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, 2008                                                     |  | -                   |  |   | -       |  |   | 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, 2009                                               |  | -                   |  |   | -       |  |   | -          |   |   | -            |   |   | (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 7)               |  | 18,400,000          |  |   | 18,400  |  |   | 73,600     |   |   | -            |   |   | -           |   |   | 92,000   |  
|Net loss for the
      year ended May 31, 2010                                               |  | -                   |  |   | -       |  |   | -          |   |   | -            |   |   | (77,051     | ) |   | (77,051  | )
|Balance May 31, 2010                                                                         |  | 90,400,000          |  |   | 90,400  |  |   | 28,900     |   |   | -            |   | $ | (132,800    | ) | $ | (13,500  | )
|                                                                                             |  |                     |  |   |         |  |   |            |   |   |              |   |   |             |   |   |          |  
|Common stock issued at a deemed value of
      $0.001 per share  Nov 10, 2011 (Note 7)      |  | 2,500,000           |  |   | 2,500   |  |   | 10,000     |   |   | -            |   |   | -           |   |   | 12,500   |  
|Intrinsic value of beneficial conversion feature of
      convertible debenture (Note 7)     |  | -                   |  |   | -       |  |   | 118,500    |   |   | -            |   |   | -           |   |   | 118,500  |  
|Net loss for the year ended May 31, 2011                                                     |  | -                   |  |   | -       |  |   | -          |   |   | -            |   |   | (407,884    | ) |   | (407,884 | )
|Balance May
      31, 2011                                                                   |  | 92,900,000          |  | $ | 92,900  |  | $ | 157,400    |   | $ | -            |   | $ | (540,684    | ) | $ | (290,384 | )

F-6

---

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, 2013

|                                                                                                                          |  |                     |  |   |         |  |   |            |  |  |              |  |   | 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 at a value of $0.50 per share  July
      1, 2011  consulting agreement (Note 7)                    |  | 2,000,000           |  | $ | 2,000   |  | $ | 998,000    |  |  | -            |  |   | -           |   | $ | 1,000,000  |  
|Common stock
      issued at a value of $0.50 per share  July 13, 2011 private placement
      (Note 7)                 |  | 400,000             |  |   | 400     |  |   | 199,600    |  |  | -            |  |   | -           |   |   | 200,000    |  
|Common stock issued at $0.067 per share  July 13, 2011
      conversion of debenture (Note 7)                            |  | 875,000             |  |   | 875     |  |   | 349,125    |  |  | -            |  |   | -           |   |   | 350,000    |  
|Common stock
      issued at a value of $0.70 per share  Sept 12, 2011  private placement
      (Note 7)                |  | 400,000             |  |   | 400     |  |   | 279,600    |  |  | -            |  |   | -           |   |   | 280,000    |  
|Common stock issued at a value of $0.51 per share  Oct 3,
      2011, due under Nevada option agreements (Note 7)        |  | 19,455              |  |   | 19      |  |   | 18,167     |  |  | -            |  |   | -           |   |   | 18,186     |  
|Common stock
      issued at a value of $0.09 per share  Mar 26, 2011, due under Nevada
      option agreements (Note 7) |  | 41,667              |  |   | 42      |  |   | 3,708      |  |  | -            |  |   | -           |   |   | 3,750      |  
|Loss on conversion feature of convertible debenture (Note
      6)                                                        |  | -                   |  |   | -       |  |   | 71,996     |  |  | -            |  |   | -           |   |   | 71,996     |  
|Imputed interest on non-interest bearing notes payable                                                                    |  | -                   |  |   | -       |  |   | 1,525      |  |  | -            |  |   | -           |   |   | 1,525      |  
|Net loss for the year ended May 31, 2012                                                                                  |  | -                   |  |   | -       |  |   | -          |  |  | -            |  |   | (1,666,020  | ) |   | (1,666,020 | )
|Balance May 31,
      2012                                                                                                |  | 96,636,122          |  | $ | 96,636  |  | $ | 2,079,121  |  |  | -            |  | $ | (2,206,704  | ) | $ | (30,947    | )
|Imputed interest on non-interest bearing
      notes payable                                                              |  | -                   |  |   | -       |  |   | 1,504      |  |  | -            |  |   | -           |   |   | 1,504      |  
|Net loss for the
      year ended May 31, 2013                                                                            |  | -                   |  |   | -       |  |   | -          |  |  | -            |  |   | (53,017     | ) |   | (53,017    | )
|Balance May 31, 2013                                                                                                      |  | 96,636,122          |  | $ | 96,636  |  | $ | 2,080,625  |  |  | -            |  | $ | (2,259,721  | ) |   | (82,460    | )

The accompanying notes are an integral part of these financial
statements

F-7

---

ALL AMERICAN GOLD CORP. (formerly Osprey Ventures, Inc.)(An Exploration Stage Company)STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED MAY 31, 2013 AND 2012AND THE PERIOD
FROM MAY 17, 2006 (INCEPTION), TO MAY 31, 2013

|                                                                                        |   |                    |   |   |                    |   |   | Cumulative results |  
|--------------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                                                        |   |                    |   |   |                    |   |   | of operations from |  
|                                                                                        |   |                    |   |   |                    |   |   | May 17, 2006       |  
|                                                                                        |   | Year ended         |   |   | Year ended         |   |   | (inception) to May |  
|                                                                                        |   | May
      31, 2013 |   |   | May
      31, 2012 |   |   | 31, 2013           |  
|                                                                                        |   |                    |   |   |                    |   |   |                    |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES                                              |   |                    |   |   |                    |   |   |                    |  
|Net loss for the period                                                                 | $ | (53,017            | ) | $ | (1,666,020         | ) | $ | (2,259,721         | )
|Adjustments to
      reconcile net loss to net cash used in operating activities        |   |                    |   |   |                    |   |   | -                  |  
|- imputed
      interest expense                                                        |   | 1,504              |   |   | 1,525              |   |   | 3,029              |  
|-
      contributed administrative support by an officer (Note 4)                       |   | -                  |   |   | -                  |   |   | 300                |  
|- share
      issuance under management/consulting agreements                           |   | -                  |   |   | 1,000,000          |   |   | 1,012,500          |  
|- shares
      issuance under option agreements                                         |   | -                  |   |   | 21,936             |   |   | 21,936             |  
|-
      accretion of interest on convertible notes                                      |   | -                  |   |   | 108,199            |   |   | 118,500            |  
|- loss on
      conversion of debenture                                                 |   | -                  |   |   | 71,996             |   |   | 71,996             |  
|- Gain on
      forgiveness of accounts payable                                         |   | (13,677            | ) |   | -                  |   |   | (13,677            | )
|-
      Impairment of prepaid expense                                                   |   | 1,000              |   |   | -                  |   |   | 1,000              |  
|Changes in                                                                              |   |                    |   |   |                    |   |   | -                  |  
|- prepaid
      expenses                                                                |   | 43                 |   |   | 1,000              |   |   | (57                | )
|-
      exploration advances                                                            |   | -                  |   |   | (1,000             | ) |   | (1,000             | )
|- accounts payable and
      accrued liabilities                                        |   | 6,892              |   |   | 8,652              |   |   | 30,140             |  
|                                                                                        |   |                    |   |   |                    |   |   |                    |  
|NET CASH USED IN OPERATING ACTIVITIES                                                   |   | (57,255            | ) |   | (453,712           | ) |   | (1,015,054         | )
|                                                                                        |   |                    |   |   |                    |   |   |                    |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES                                              |   |                    |   |   |                    |   |   |                    |  
|Proceeds from issuance
      of common stock                                            |   | -                  |   |   | 480,000            |   |   | 599,000            |  
|Loan from non-related
      party                                                       |   | -                  |   |   | 5,000              |   |   | 5,000              |  
|Repayment of notes
      payable                                                        |   | -                  |   |   | -                  |   |   | 61,091             |  
|Proceeds from issuance
      of notes payable (Note 5)                                  |   | 37,000             |   |   | -                  |   |   | 37,000             |  
|Proceeds from
      convertible notes                                                   |   | -                  |   |   | -                  |   |   | 355,000            |  
|Payments on related party notes
      payable                                           |   | -                  |   |   | (20,000            | ) |   | (41,091            | )
|                                                                                        |   |                    |   |   |                    |   |   |                    |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                               |   | 37,000             |   |   | 465,000            |   |   | 1,016,000          |  
|                                                                                        |   |                    |   |   |                    |   |   |                    |  
|NET CASH PROVIDED BY INVESTING ACTIVITIES                                               |   | -                  |   |   | -                  |   |   | -                  |  
|                                                                                        |   |                    |   |   |                    |   |   |                    |  
|NET INCREASE (DECREASE) IN
      CASH                                                   |   | (20,255            | ) |   | 11,288             |   |   | 946                |  
|                                                                                        |   |                    |   |   |                    |   |   |                    |  
|CASH, BEGINNING OF PERIOD                                                               |   | 21,201             |   |   | 9,913              |   |   | -                  |  
|                                                                                        |   |                    |   |   |                    |   |   |                    |  
|CASH, END OF PERIOD                                                                     | $ | 946                |   | $ | 21,201             |   | $ | 946                |  
|Significant non-cash transactions from
      inception on May 17, 2006, to May 31, 2013 |   |                    |   |   |                    |   |   |                    |  
|Conversion of
      convertible debenture                                               | $ | -                  |   | $ | 350,000            |   | $ | 350,000            |  
|Supplemental cash flow information: Cash
      paid for:                                |   |                    |   |   |                    |   |   |                    |  
|Interest                                                                                | $ | -                  |   | $ | -                  |   | $ | 1,644              |  
|Income taxes                                                                            | $ | -                  |   | $ | -                  |   | $ | -                  |  

The accompanying notes are an integral part of these financial
statements

F-8

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

NOTE 1  BASIS OF PRESENTATION

|a) | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Osprey Ventures, Inc. was incorporated in the state of
      Wyoming on May 17, 2006, and changed its name to All American Gold Corp.
      (the Company) 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 $2,259,721 for the period from May 17,
      2006 (inception), to May 31, 2013, 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 a government
      insured federally regulated bank 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, 2013, or May 31,
      2012.

F-9

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

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, 2013, 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, 2013, and
      May 31, 2012, 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-10

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

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 totaling approximately $2,259,721 as
      of May 31, 2013, that will be offset against future taxable income; these
      operating loss carry forwards expire in various years through 2032. 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, 2013, 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-11

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

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 $2,259,721. Much of this is related
      to professional fees and the first phase of exploration on our optioned
      mining properties. Management has provided financial data since May 17,
      2006 (inception), in the financial statements.

NOTE 3  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
PRONOUNCEMENTS

Recently Issued Accounting
Pronouncements

In February 2013, the Financial
Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.
2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified
Out of Accumulated Other Comprehensive Income, to improve the transparency
of reporting these reclassifications.

F-12

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

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

Other comprehensive income includes
gains and losses that are initially excluded from net income for an accounting
period. Those gains and losses are later reclassified out of accumulated other
comprehensive income into net income. The amendments in the ASU do not change
the current requirements for reporting net income or other comprehensive income
in financial statements. All of the information that this ASU requires already
is required to be disclosed elsewhere in the financial statements under U.S.
GAAP. The new amendments will require an organization to:

| |  | Present (either on the face of the statement where net
      income is presented or in the notes) the effects on the line items of net
      income of significant amounts reclassified out of accumulated other
      comprehensive income - but only if the item reclassified is required under
      U.S. GAAP to be reclassified to net income in its entirety in the same
      reporting period; and                                                                                                                                     
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Cross-reference to other disclosures currently required
      under U.S. GAAP for other reclassification items (that are not required
      under U.S. GAAP) to be reclassified directly to net income in their
      entirety in the same reporting period. This would be the case when a
      portion of the amount reclassified out of accumulated other comprehensive
      income is initially transferred to a balance sheet account (e.g.,
      inventory for pension-related amounts) instead of directly to income or
      expense.

The amendments apply to all public and
private companies that report items of other comprehensive income. Public
companies are required to comply with these amendments for all reporting periods
(interim and annual). The amendments are effective for reporting periods
beginning after December 15, 2012, for public companies. Early adoption is
permitted. The adoption of ASU No. 2013-02 is not expected to have a material
impact on our financial position or results of operations.

In January 2013, the FASB issued ASU
No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures
about Offsetting Assets and Liabilities, which clarifies which instruments
and transactions are subject to the offsetting disclosure requirements
originally established by ASU 2011-11. The new ASU addresses preparer concerns
that the scope of the disclosure requirements under ASU 2011-11 was overly broad
and imposed unintended costs that were not commensurate with estimated benefits
to financial statement users. In choosing to narrow the scope of the offsetting
disclosures, the Board determined that it could make them more operable and cost
effective for preparers while still giving financial statement users sufficient
information to analyze the most significant presentation differences between
financial statements prepared in accordance with U.S. GAAP and those prepared
under IFRS. Like ASU 2011-11, the amendments in this update will be effective
for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU
2013-01 is not expected to have a material impact on our financial position or
results of operations.

In October 2012, the FASB issued
Accounting Standards Update ASU 2012-04, Technical Corrections and
Improvements in Accounting Standards Update No. 2012-04. The amendments in this
update cover a wide range of Topics in the Accounting Standards Codification.
These amendments include technical corrections and improvements to the
Accounting Standards Codification and conforming amendments related to fair
value measurements. The amendments in this update will be effective for fiscal
periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not
expected to have a material impact on our financial position or results of
operations.

F-13

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

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

In August 2012, the FASB issued ASU
2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to
SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114,
Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections
Related to FASB Accounting Standards Update 2010-22 (SEC Update) in Accounting
Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant
to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to
have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU
2012-02, Intangibles  Goodwill and Other (Topic 350): Testing Indefinite-Lived
Intangible Assets for Impairment in Accounting Standards Update No. 2012-02.
This update amends ASU 2011-08, Intangibles  Goodwill and Other (Topic 350):
Testing Indefinite-Lived Intangible Assets for Impairment and permits an
entity first to assess qualitative factors to determine whether it is more
likely than not that an indefinite-lived intangible asset is impaired as a basis
for determining whether it is necessary to perform the quantitative impairment
test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other -
General Intangibles Other than Goodwill. The amendments are effective for
annual and interim impairment tests performed for fiscal years beginning after
September 15, 2012. Early adoption is permitted, including for annual and
interim impairment tests performed as of a date before July 27, 2012, if a
public entitys financial statements for the most recent annual or interim
period have not yet been issued or, for nonpublic entities, have not yet been
made available for issuance. The adoption of ASU 2012-02 has not had a material
impact on our financial position or results of operations.

In December 2011, the FASB issued ASU
2011-12, Deferral of the Effective Date for Amendments to the Presentation of
Reclassifications of Items out of Accumulated Other Comprehensive Income in
Accounting Standards Update No. 2011-05. This update defers the requirement to
present items that are reclassified from accumulated other comprehensive income
to net income in both the statement of income where net income is presented and
the statement where other comprehensive income is presented. The adoption of ASU
2011-12 has not had a material impact on our financial position or results of
operations.

In December 2011, the FASB issued ASU
No. 2011-11 Balance Sheet: Disclosures about Offsetting Assets and Liabilities
(ASU 2011-11). This Update requires an entity to disclose information about
offsetting and related arrangements to enable users of its financial statements
to understand the effect of those arrangements on its financial position. The
objective of this disclosure is to facilitate comparison between those entities
that prepare their financial statements on the basis of U.S. GAAP and those
entities that prepare their financial statements on the basis of IFRS. The
amended guidance is effective for annual reporting periods beginning on or after
January 1, 2013, and interim periods within those annual periods. The Company is
currently evaluating the impact, if any, that the adoption of this pronouncement
may have on its results of operations or financial position.

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,

F-14

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

NOTE 4  RELATED PARTY TRANSACTIONS (continued)

which equaled $50 per hour based on the
level of services performed. The services were reported as contributed
administrative support with a corresponding credit to additional paid-in
capital. No contributed administrative costs have been incurred in the current
year to date.

On April 16, 2011, a director of the
Company, through a wholly owned corporation, loaned the Company $20,000 in
exchange for a promissory note. The note carries a five percent interest rate
and matured on April 30, 2012; but no demand for collection has been received to
date. Accrued interest payable on the note was $2,529 at February 28, 2013.

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 agreed to provide the
Company with various consulting services. As compensation, the Company agreed to
pay Mr. Welke US $1,000 on the first day of each of the 36 months, pursuant to
the terms of the consulting agreement and 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. On August 30, 2012, he resigned as an officer and director of the
Company; the agreement was thereby terminated on that date.

On July 1, 2011, the Company entered
into a consulting agreement with Gaspar R. Gonzalez, our treasurer, Chief
Financial Officer and a director, for a term of 36 months, whereby Mr. Gonzalez
agreed to provide the Company with various financial consulting services. As
compensation, the Company agreed to pay him US $1,000 on the first day of each
of the 36 months, pursuant to the terms of the consulting agreement and issued
2,000,000 shares of the Companys common stock which, for accounting purposes,
was valued at $1,000,000 which is based on the last price at which our common
stock traded at the close of business on July 1, 2011  $0.50 per share. On
August 30, 2012, with the resignation of Brent Welke as an officer and director
of the Company, Mr. Gonzalez assumed the added positions of President, Secretary
and Chief Executive Officer.

During fiscal 2011 - 2012 a director,
through a wholly owned corporation loaned $40,000 (of which $20,000 has been
repaid) to All American in the form of a promissory note which bears interest at
the rate of 5% and was due and payable on April 30, 2012; although the note is
currently due, the payee has agreed not to call the note especially in light of
the repayment of $20,000 that was made during the previous year. Interest costs
of $247 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 quarter ended February 28, 2013; $250 was
incurred for similar period ended February 29, 2012. For the nine-month periods
ended February 28, 2013, and February 29, 2012, the comparative values were $379
and $751 respectively. For the period May 17, 2006 (inception), through February
28, 2013, All American has incurred a total of $3,892 on such expenses.

Imputed interest expenses on notes
& advances - prior to the current year, a former officer and director had
advanced $20,000 in the form of a non-interest bearing promissory note and a
non-related party had advanced $10,500 in the form of a non-interest bearing
loan. An imputed interest of $1,504 was, therefore, deemed to have been incurred
in the fiscal year ended on May 31, 2013, which was calculated using an interest
rate of 5% (five percent) which is the interest rate that was payable on
comparable notes and advances recently incurred. For the similar period in 2012,
the comparable amount was $1,525. For the period May 17, 2006 (inception),
through May 31, 2013, All American has incurred a total of $3,029 on imputed
interest expenses.

F-15

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

NOTE 4  RELATED PARTY TRANSACTIONS (continued)

On July 1, 2012, the Company entered
into a consulting agreement with Gaspar R. Gonzalez, our treasurer, Chief
Financial Officer and a director, for a term of 36 months, whereby Mr. Gonzalez
agreed to provide the Company with various financial consulting services. As
compensation, the Company agreed to pay him US $1,000 on the first day of each
of the 36 months, pursuant to the terms of the consulting agreement and issued
2,000,000 shares of the Companys common stock which, for accounting purposes,
was valued at $1,000,000 which is based on the last price at which our common
stock traded at the close of business on July 1, 2012  $0.50 per share.

NOTE 5  NON-RELATED PARTY TRANSACTIONS

The convertible debenture that the
Corporation undertook in July, 2011, was overpaid by $10,500 and such sum has
been carried on our records as a non-related party loan since that date; there
are no terms of repayment. In October, 2012, the Corporation entered into a
promissory note with a non-related party to loan up to $50,000 to the
Corporation, such note bearing interest at a rate of five percent (5%) per
annum. During the fiscal year ended May 31, 2013, $37,000 under that note had
been advanced. The total due to non-related parties at the end of the current
fiscal year stood at $47,500.

NOTE 6  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
INTERESTS

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

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

| |  | An option to acquire a 70% interest in a mineral
      exploration property called the Belleville property in Mineral County,
      Nevada. TAC had an underlying option agreement with Minquest Inc. for the
      acquisition of a 100% interest in the property (under which agreement
      Minquest retained a 3% net smelter return royalty); During the year the
      option was terminated by mutual agreement between TAC and the Company as
      the result of poor exploration results achieved to date;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An option to acquire a 35% interest in a mineral
      exploration property called the Goldfield West property in Esmeralda
      County, Nevada. TAC had an underlying option agreement with Minquest Inc.
      for the acquisition of a 100% interest in the property. Also during the
      current year the option was terminated by mutual agreement between TAC and
      the Company as the result of poor exploration results achieved to date.                                                             

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

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

F-16

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

NOTE 6  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
INTERESTS (continued)

The schedule of payments, stock
issuances & required property expenditures under the Belleville agreement
is:

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 (paid)
    9,804
    $84,000 (paid)August 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


Because we mutually elected to
terminate the option agreement, no further payment or share issues is
required.

The schedule of payments, stock
issuances & required property expenditures under the Goldfields West
agreement is:

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) *
    9,651
    $70,000 (paid)January 20, 2012
    $10,500 (paid)
    41,677
    $70,000 (paid)January 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

As of September 7, 2012, by mutual
agreement with TAC, the option agreement was terminated as a result of
unsuccessful exploration results to date. As a result, we are under no
obligation to make further payment or share issues to TAC or Minquest.

DESERT PACIFIC  ESSEX AND BELL
FLATS PROPERTIES

On April 13, 2012, we entered into a
non-binding Letter of Intent (the Desert Pacific Essex LOI) with Desert
Pacific Exploration, Inc. (Desert Pacific) that set out the general terms and
conditions between Desert Pacific and the Corporation for the Essex mineral
property located in White Pine County, Nevada, which allowed us to exclusively investigate the mineral
property until May 12, 2012, and whereby the Corporation had an exclusive right
to enter into a mining option agreement with Desert Pacific at any time prior to
May 12, 2012.

F-17

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

NOTE 6  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
INTERESTS (continued)

In consideration of signing the Letter
of Intent, we paid to Desert Pacific sum of $2,500 concurrently with the
execution and delivery of the LOI. review historical records on the Essex
property, discuss their implications with Desert Pacific and our engineers so as
to determine if we wish to enter into a mining option agreement with Desert
Pacific to explore the project. In early June, 2012 the decision was made not to
pursue the project.

On May 7, 2012, we entered into a
non-binding Letter of Intent (the Desert Pacific Bell Flats LOI) with Desert
Pacific Exploration, Inc. (Desert Pacific) that set out the general terms and
conditions between Desert Pacific and the Corporation for the Bell Flats
mineral property located in Churchill County, Nevada, which allowed us to
exclusively investigate the mineral property for a forty-five (45) day period
until June 22, 2012, and whereby the Corporation has an exclusive right to enter
into a mining option agreement with Desert Pacific at any time prior to June 22,
2012. In consideration of signing the Letter of Intent, we paid to Desert
Pacific sum of $2,500 concurrently with the execution and delivery of the LOI.
On June 22, 2012, the decision was made not to pursue the project.

ALEX CLAIMS  VERNON MINING
DISTRICT, B.C., CANADA

On November 1, 2012, we entered into a
Mineral Property Acquisition Agreement (the Agreement) with James Hason
(Hason) that set out the general terms and conditions between Hason and the
Corporation in regards to the Alex mineral property (the Property) located
in the Vernon Mining Division, British Columbia, Canada, which allows us an
option to investigate and purchase the property until March 31, 2013, by making
payment of $6,000 upon the execution of the Agreement. Hason may extend the
option until October 30, 2013, by our making an additional payment of USD $2,000
on or before March 31, 2013. In consideration of signing the Agreement, we paid
to Hason the sum of $6,000 concurrently with the execution and delivery of the
Agreement.

After review of the underlying
engineering data, it was determined that the Company would not proceed with
further work on the Alex Claims; accordingly, the agreement was terminated.

NOTE 7  CAPITAL STOCK

|a) | Common Stock
|-- | ------------

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

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

F-18

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

NOTE 7  CAPITAL STOCK (continued)

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

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

On July 13, 2011, the Company issued
875,000 shares of its common stock at $0.40 per share upon receipt of Notice of
Conversion related to a $350,000 Convertible Debenture. We issued the shares in
an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933. Based on the terms of the agreement we should have
issued 765,027 shares but over allotted the number of shares to be issued
through an error in calculating the closing price as stipulated under the
agreement; the value of those over allotted shares was $71,996 which is
reflected in the financial statements as being a loss on the conversion and
recorded in the statements as such.

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

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

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

On March 26, 2012, we issued 41,667
shares of our common stock to satisfy the annualized obligations of the option
agreements on the Goldfield West property to TAC Gold to reimburse them for the
equivalent dollar value ($3,750) of shares of TAC issued to Minquest Inc. under
the underlying agreements to the option agreements between the Company and TAC
at a price of $0.09 per share which reflected the average closing price of the
Companys stock on the OTC-BB for the ten days prior to the issuance in
accordance with the terms of the agreement. We issued the shares in an offshore
transaction relying on Regulation S and Section 4(2) of the Securities Act of
1933.

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

F-19

---

ALL AMERICAN GOLD CORP.(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)Notes to the
Financial StatementsMay 31, 2013

NOTE 8  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.

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 2012 or fiscal 2013.

No provision for income taxes has been recorded due to the net
operating loss carry forwards totaling approximately $2,259,721 as of May 31,
2013, 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 312013
    
    2012Net Operating Loss
    $
    2,259,721
    $
    2,206,704Statutory Rate
    $
    34%
    $
    34%Income tax recovery at statutory rate
    $
    768,305
    $
    750,279Less valuation allowance
    
    (768,305)
    
    (750,279)Net deferred income tax asset
    
    ---
    
    ---


NOTE 9  SUBSEQUENT EVENTS

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-20

---

28

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, 2013, and 2012.

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, 2013, 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,
2013, 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, 2013. 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:

---

29

|1. | As of May 31, 2013, 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.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | As of May 31, 2013, 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, 2013, 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.

---

30

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 AppointedDr. Gaspar R
    Chief Executive Officer
    58
    July 1, 2011Gonzalez, Jr.
    Chief Operating OfficerChief Financial OfficerDirector


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 former president, Mr. Welke, and our
current President and Treasurer, Mr. Gonzalez, each 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 their time commitment and requirement
will remain approximately the same.

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.

Gaspar R. Gonzalez, Jr.  President, Chief Executive
Officer, Chief Financial Officer and Treasurer - As chief executive and
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. As a chief
executive officer, Mr. Gonzalezs responsibilities included overseeing the
Corporations day-to-day activities. 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.

---

31

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, 2013, 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


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.

---

32

Web Site

All American maintains a Web site at allamericangoldcorp.com
and has an email address at info@allamericangoldcorp.com and at
alamericangold@gmail.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, 2013, and 2012; 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, 2013, and 2012,

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
    2013 (part)
    $3,000
    $0
    $0
    Nil
    $0
    $3,000Gaspar R. Gonzalez President,
      Treas. & Dir.
    2013 (part)
    12,000
    $0
    $1,000,000
    $0
    $0
    $12,000Brent Welke President & Director
    2012
    $12,000
    $0
    $0
    Nil
    $0
    $12,000Gaspar R. Gonzalez Treas. & Dir.
    2012
    6,000
    $0
    $1,000,000
    $0
    $0
    $1,006,000Brent Welke President & Director
    2011 (part)
    $12,000
    $0
    $12,500
    Nil
    $0
    $18,500Gaspar R. Gonzalez Treas. & Dir.
    2011 (part)
    $1,000
    $0
    $0
    $0
    $0
    $1,000James Yiu Yeung Lung Pres. & Dir.
    2010 (part)
    $3,225
    $0
    $0
    Nil
    $0
    $0


On December 1, 2010, the Corporation entered into a management
agreement with Brent Welke, our former president and a director, for a term of
36 months, whereby Mr. Welke 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. $3,000 in
management fee costs were incurred in the current year under his management
agreement. Mr. Welke resigned on August 31, 2012, to pursue other business
opportunities resulting in the termination of the management agreement.

---

33

O July 1, 2012, the Corporation entered into a consulting
agreement with Gaspar R. Gonzalez, our current president, treasurer and a
director, for a term of 36 months, whereby Dr. Gonzalez has agreed to manage the
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 $0.50 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.

(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.

---

34

(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
    James Yiu Yeung Lung 
      Suite
      905, 9 Floor, 338 Kings Road, North Point, Hong Kong
    25,000,000 
      Beneficial Owner
    25.9%Common stock
    Ma Cheng Ji 
      Ste. 06 - No.
      1277 Ding Xi Road Shanghai, China 200050
    25,000,000 
      Beneficial Owner
    25.9%Common stock
    Gaspar R. Gonzalez 
      514
      Enfield Road Delray Beach, FL 33440
    2,000,000 
      Beneficial Owner
    2.2%


|[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. 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. Gonzalez, Yiu and Ma, as of May 31, 2013, and
      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, upon exercise 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 96,636,122 shares
of our common stock issued and outstanding.

---

35

(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
    Gaspar R. Gonzalez 514 Enfield Road
      Delray Beach, FL 33440 Director and officer since July 1, 2011
    2,000,000 Beneficial Owner
    2.2%


|[1] | As of May 31, 2013, and the date of this
report.                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[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, 2,000,000 of our
common shares, representing 2.1% of the total issued and outstanding securities
of All American as of May 31, 2013, and 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.

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, 2012, in which
the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the current fiscal year ended May
31, 2013, and for fiscal year ended May 31, 2012, 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:

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36

Year EndedMay 31, 2013
    May 31, 2012Audit Fees
    $4,000
    $4,000Audit Related Fees
    $5,600
    $6,550Tax Fees
    Nil
    NilAll Other Fees
    Nil
    NilTotal
    $9,600
    $10,550


Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2013, 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 $9,600 as compared
to $10,550 for the similar period of the preceding fiscal year and for the
period from inception on May 17, 2006, to May 31, 2013, the amount was
approximately $50,800.

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2012, 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, 2013, the amount was
approximately $0 (nil).

Tax Fees: The aggregate fees billed for the fiscal years ended
May 31, 2013, and 2012 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, 2013, the amount was
approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years
ended May 31, 2013 and 2012 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, 2013, 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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37

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

|Exhibit No. | Description                                                                                                                                                                                                                                                                                                                         
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10)        | Material
      Contracts                                                                                                                                                                                                                                                                                                            
|10.2        | 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)                             
|10.3        | 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)                       
|10.4        | 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)
|10.5        | Consulting Agreement between All American Gold Corp. and
      Brent Welke dated December 1, 2010 (incorporated by reference to our Form
      8K filing of December 14, 2010)                                                                                                                                                      
|10.6        | 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)                                                                                                                                                
|10.7        | Mineral Property Acquisition Agreement between All
      American Gold Corp. and James Hason dated November 1, 2012, regarding All
      Americans being allowed an option to investigate and purchase the Alex
      mineral property (incorporated by reference to our Form 8K filing of
      November 5, 2012)                 
|10.8        | Letter of Intent between All American Gold Corp. and
      Desert Pacific Exploration, Inc. dated April 13, 2012 regarding All
      Americans exclusive ability to investigate the Essex mineral property
      until May 12, 2012 (incorporated by reference to our Form 8K filing of
      April 23 2012)                       
|10.9        | Letter of Intent between All American Gold Corp. and
      Desert Pacific Exploration, Inc. dated May 7, 2012 regarding All
      Americans exclusive ability to investigate the Bell Flats mineral
      property until June 22, 2012 (incorporated by reference to our Form 8K
      filing of April 23 2012)                    
|(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                                                                                                                                

---

38

|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

---

39

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/ Gaspar R. Gonzalez                                                        
| | ----- | --------------------------------------------------------------------------------
| |       |                                                                                 
| |       | Gaspar R. Gonzalez, President, Secretary
      (Principal Executive Officer,    
| |       | Chief Executive Officer), Treasurer (Principal
      Financial Officer and Chief
| |       | Financial Officer) and Director                                                 
| |       |                                                                                 
| | Date: | November 8, 2013                                                                

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/ Gaspar R. Gonzalez                                                        
| | ----- | --------------------------------------------------------------------------------
| |       |                                                                                 
| |       | Gaspar R. Gonzalez, President, Secretary
      (Principal Executive Officer,    
| |       | Chief Executive Officer), Treasurer (Principal
      Financial Officer and Chief
| |       | Financial Officer) and Director                                                 
| |       |                                                                                 
| | Date: | November 8, 2013                                                                

---