---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended November 30, 2010

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

For the transition period from _______ to _______

Commission file number: 000-54008

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

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

Issuers telephone number: (317) 748-7772

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

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

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

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

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

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


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

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

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---



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

FINANCIAL STATEMENTS

For the quarter and six months ended November 30, 2010





|BALANCE SHEETS AS OF NOVEMBER 30,
      2010 (UNAUDITED), AND MAY 31, 2010.                                                                                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                          
|STATEMENTS OF OPERATIONS FOR THE
      THREE- AND SIX-MONTH PERIODS ENDED NOVEMBER 30, 2010 (UNAUDITED),
        AND NOVEMBER 30, 2009 (UNAUDITED), AND THE PERIOD FROM MAY 17, 2006
        (INCEPTION) TO NOVEMBER 30, 2010 (UNAUDITED).
|                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                          
|STATEMENT OF STOCKHOLDERS EQUITY
      (DEFICIT) FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO NOVEMBER
        30, 2010 (UNAUDITED).                                                                                                 
|                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                          
|STATEMENTS OF CASH FLOWS FOR THE
      SIX MONTHS ENDED NOVEMBER 30, 2010 (UNAUDITED), AND NOVEMBER 30,
        2009 (UNAUDITED), AND FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO
        NOVEMBER 30, 2010 (UNAUDITED).             
|                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                          
|NOTES TO THE FINANCIAL STATEMENTS
      (UNAUDITED)                                                                                                                                                                                       

---

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

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

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

Going Concern (Note 2)

Commitments  option on mineral property (Note 4)

The accompanying notes are an integral part of these financial
  statements

---

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

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

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

The accompanying notes are an integral part of these financial
  statements

---

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

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

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

The accompanying notes are an integral part of these financial
  statements

---

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

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

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


The accompanying notes are an integral part of these financial
  statements

---

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

Notes to the Interim Financial StatementsNovember
      30, 2010

NOTE 1: BASIS OF PRESENTATION

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

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

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

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

NOTE 2  GOING CONCERN

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

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

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

NOTE 3  RELATED PARTY TRANSACTIONS

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

---

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

Notes to the Interim Financial StatementsNovember
      30, 2010

NOTE 3  RELATED PARTY TRANSACTIONS (continued)

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

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

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

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

NOTE 4  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS

Gao Feng Gold Property  Jiangxi
  Province, China

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

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

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

| | A. | Make option exploration expenditures as
      follows:
| | -- | ------------------------------------------------------

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


| | B. | Make annual payments of $25,000, commencing May 31, 2012,
      as long as the Company holds any interest in the claim as prepayment of
      the net smelter royalty.                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                             
| | C. | Issue 1,000,000 shares of All American upon completion of
      a phase I exploration program as recommended by a geologist.                                                                                                                                
| |    |                                                                                                                                                                                                                                                             
| | D. | All American may acquire an additional 26% of the right,
      title and interest, by the payment of US $25,000 and by incurring an
      additional US $100,000 in exploration expenditures on the Property on or
      before May 31, 2013.               
| |    |                                                                                                                                                                                                                                                             
| | E. | In addition to the above terms, the optionor is to retain
      a three percent net smelter royalty. All American has a right to purchase
      one-half of the Royalty by paying to the optionor the sum of US $500,000
      per Royalty percentage point.

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

---

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

Notes to the Interim Financial StatementsNovember
      30, 2010

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

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

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

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

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

| |  | Making payments in the aggregate amount of $190,000 in
      annual periodic payments ranging from $20,000 to $50,000, to the sixth
      anniversary of the underlying option agreement.               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Incurring exploration expenditures in the aggregate
      amount of $1,420,000 in annual amounts ranging from $100,000 to $400,000,
      to the seventh anniversary of the underlying option agreement.

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

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

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

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

GOLDFIELD  ALL AMERICAN 35%
  INTEREST

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

---

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

Notes to the Interim Financial StatementsNovember
      30, 2010

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

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


BELLEVILLE  ALL AMERICANS 70% INTEREST

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


NOTE 5  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS

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

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

---

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

Notes to the Interim Financial StatementsNovember
      30, 2010

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

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

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

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

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

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

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

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

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

---

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

Notes to the Interim Financial StatementsNovember
      30, 2010

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

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

Recently Issued Accounting
  Standards

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

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

NOTE 6  INCOME TAXES

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

---

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

Notes to the Interim Financial StatementsNovember
      30, 2010

NOTE 7  CAPITAL STOCK

| | a) | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | In 2006 the Company issued 50,000,000 of its common stock
      at a price of $0.001 per share for proceeds of $5,000. The offering was
      made pursuant to section 4(2) of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | In 2007, the Company offered for sale 30,000,000 shares
      of its common stock at a price of $0.01 per share. The Company sold
      22,000,000 shares for net proceeds of $22,000. The offering was made
      pursuant to Rule 903 of Regulation S of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | In late 2008 and early 2009, the Company took receipt of
      $92,000 in payment for 18,400,000 shares of its common stock at a price of
      $0.005 per share issued under an S-1 registration statement dated
      September 5, 2008, which became effective on September 18, 2008. The
      shares were originally paid for by placees in Shanghai, China but the
      Board had significant issues opening corporate bank accounts in China for
      a foreign entity. As a result, most of the funds became stale dated by mid
      2009. It took a length of time to establish new banking relationships, get
      the funds reissued for deposit in North America and deposit the funds into
      the banking system. On January 15, 2010, the Corporation issued treasury
      orders regarding the issuance of 18,400,000 shares that were sold under
      the S-1 registration statement.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | b) | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | The Company does not have a stock option plan and no
      options or rights to acquire options have been granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | On October 15, 2010 the Corporation undertook the
      following actions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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

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

---

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

Notes to the Interim Financial StatementsNovember
      30, 2010

NOTE 8  CONVERTIBLE NOTES

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

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

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

NOTE 9  SUBSEQUENT EVENTS

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

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

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

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

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

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

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

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

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

General Information

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

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

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

Foreign Currency and Exchange Rates

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

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

---

3

Overview

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

Mining Projects Under Option

Gao Feng Gold Mining Property  Jiangxi, China

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

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

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

| | A. | Make option exploration expenditures as
  follows:
| | -- | --------------------------------------------------

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


| | B. | Make annual payments of $25,000, commencing May 31, 2012,
      as long as the Company holds any interest in the claim as prepayment of
      the net smelter royalty.                                                                                
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                       
| | C. | Issue 1,000,000 shares of Osprey Ventures, Inc. upon
      completion of a phase I exploration program as recommended by a
      geologist.                                                                                                           
| |    |                                                                                                                                                                                                                                                       
| | D. | Osprey may acquire an additional 26% of the right, title
      and interest, by the payment of US $25,000 and by incurring an additional
      US $100,000 in exploration expenditures on the Property on or before May
      31, 2013.               
| |    |                                                                                                                                                                                                                                                       
| | E. | In addition to the above terms, the optionor is to retain
      a three percent net smelter royalty. Osprey has a right to purchase
      one-half of the Royalty by paying to the optionor the sum of US $500,000
      per Royalty percentage point.

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

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

---

4

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

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

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

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

Belleville Property - Mineral County, Nevada

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

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

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

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

---

5

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

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


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

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

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

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

Goldfields West Property, Esmeralda County, Nevada

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

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

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

---

6

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

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

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

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

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

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

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

We believe that the property has the potential to host a total
resource in excess of 1 million ounces of gold in these Tertiary age volcanic
and volcanoclastic rocks. Although the gold in the system is generally low grade
(~0.65 g/t) surface samples collected from old workings and outcrops have
exceeded 15 g/t. TAC has commenced drilling on both the Nevada Eagle (northern)
site and the South targets and has drilled one deep hole into each target. These
two holes consist of RC drilling to a depth of approximately 700 feet and then
core drilling to a depth of 1200 to 1500 feet'. Drill results for both these
campaigns will be released shortly and will help to define favourable host
stratigraphy as well as further zero in on gold-bearing structures.

---

7

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

Iowa Canyon Property



Figure 4  General Location Map  Iowa Canyon Property  Lander
County, Nevada

We hold a right of first refusal on an additional exploration
property called the Iowa Canyon property in Lander County, Nevada through to
August 23, 2011 which is located in Lander County, Nevada, approximately 30
miles southeast of the Cortez Hills deposit and within 20 miles of the
Cove-McCoy mine. With several gold and silver bearing targets within a six
square mile area, the Iowa Canyon property represents a nearly untested
exploration opportunity. Recent exploration efforts have discovered multiple
episodes of precious metals mineralization over a district-wide scale. Gold is
hosted in a variety of rock types including silicified Tertiary volcanic and
volcanoclastic sediments, quartz veins, quartz stockwork zones, carbon-rich
Paleozoic sediments, and as jasperoid replacements of lower plate calcareous
sediments.

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

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

---

8

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

Our Proposed Exploration Program  Plan of Operation

Gao Feng Property  Jiujiang, China

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

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

Nevada Projects  Belleville, Goldfields West and Iowa
Canyon

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

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

Belleville Property - Mineral County, Nevada

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

Goldfields West Property, Esmeralda County, Nevada

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

Iowa Canyon Property  Lander County, Nevada

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

Employees

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

---

9

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

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

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

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

Offices

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

Risks

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

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

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

Results of Operations

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

---

10

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

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

REVENUES

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

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

EXPENSES

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

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

---

11

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

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

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

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

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

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

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

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12

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

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

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

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

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

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

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

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

---

13

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

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

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

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

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

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

Plan of Operation

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

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

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

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

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

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14

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


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

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

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

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

Liquidity and Capital Resources

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

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

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

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

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

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15

Inflation / Currency Fluctuations

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk

None.

Item 4. Controls and Procedures

|(a) | Evaluation of Disclosure Controls and
  Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | We carried out an evaluation, under the supervision and
      with the participation of our management, including our principal
      executive officer and principal financial officer, of the effectiveness of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Exchange Act). Based upon that evaluation, our principal
      executive officer and principal financial officer concluded that, as of
      the end of the period covered in this report, our disclosure controls and
      procedures were ineffective to ensure that information required to be
      disclosed in reports filed under the Exchange Act is recorded, processed,
      summarized and reported within the required time periods and is
      accumulated and communicated to our management, including our principal
      executive officer and principal financial officer, as appropriate to allow
      timely decisions regarding required disclosure.                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all errors
      or fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | During the quarter ended November 30, 2010, there were no
      changes in the Company's internal control over financial reporting that
      have materially affected, or are reasonably likely to materially affect,
      its internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

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

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

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16

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

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

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

Item 4. Other Information

Use of Proceeds

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

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


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17

Common Stock

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

Options

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

Code of Ethics

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

Web Site

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

Item 6. Exhibits and Reports on Form 8-K

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

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

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

| |  | to amend our Articles of Incorporation to change the name
      of Osprey Ventures Inc. to All American Gold Corp. We refer to this
      action as the name change;                                                                       
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to amend our Articles of Incorporation to effect a
      10-for-1 forward stock split of our issued and outstanding common stock.
      We refer to this action as the forward stock split; and                                              
| |  | to amend our Articles of Incorporation to increase our
      authorized number of shares of common stock from 200 million shares to 800
      million shares of common stock. We refer to this action as the authorized
      stock increase.

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

The Name Change

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

The Stock Split and Authorized Stock
Increase

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

---

18

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

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

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

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

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

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

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

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

---

19

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

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

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

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

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

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

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20

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

| |  | October 18, 2010  Amendments
      to Articles of Incorporation or Bylaws
| |  | --------------------------------------------------------------------------

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

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

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

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

Subsequent Events

Entry into a Material Definitive
Agreement

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

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

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

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

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

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

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21

Regulation FD Disclosure

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

Other Subsequent Events

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

Exhibits

|31.1 | Certification
        of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|31.2 | Certification
        of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     |                                                                                                                                                                   
|32.1 | Certification
        of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     |                                                                                                                                                                   
|32.2 | Certification
        of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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22

SIGNATURES

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

All American Gold Corp. (Registrant)

| | Date: | January 14, 2011.                                                                                                                                                                                                
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                  
| | BY:   | /s/ Brent Welke                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                  
| |       | BRENT WELKE, President, Chief Executive
      Officer, Principal Executive Officer, Secretary, Treasurer, Chief
      Financial Officer, Principal Financial Officer and a Member of the Board
      of Directors
| |       |                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                  
| | BY:   | /s/ Jack Ma Cheng Ji                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                  
| |       | Jack Ma Cheng Ji, Member of the Board of Directors                                                                                                                                                               

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