---

UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549FORM 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 FEBRUARY 28, 2011[ ] TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the transition period from
_____to _______Commission file number: 000-54008ALL 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 | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|4839 North College Avenue, Indianapolis, Indiana | 46205                               
|(Address of principal executive offices)         | (Zip Code)                          

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

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

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

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

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

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

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

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 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]

---

2

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

ALL AMERICAN GOLD CORP(formerly Osprey Ventures,
Inc.)(An Exploration Stage Company)FINANCIAL
STATEMENTSFor the quarter and nine months ended February 28,
2011

****

****



|BALANCE SHEETS AS OF FEBRUARY 28, 2011
      (UNAUDITED), AND MAY 31, 2010.                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                        
|STATEMENTS OF OPERATIONS FOR THE THREE- AND
      NINE-MONTH PERIODS ENDED FEBRUARY 28, 2011 (UNAUDITED), AND
      FEBRUARY 28, 2010 (UNAUDITED), AND THE PERIOD FROM MAY 17, 2006
      (INCEPTION), TO FEBRUARY 28, 2011 (UNAUDITED).
|                                                                                                                                                                                                                                        
|STATEMENT OF STOCKHOLDERS EQUITY
      (DEFICIT) FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO FEBRUARY
      28, 2011 (UNAUDITED).                                                                                                 
|                                                                                                                                                                                                                                        
|STATEMENTS OF CASH FLOWS FOR THE NINE
      MONTHS ENDED FEBRUARY 28, 2011 (UNAUDITED), AND FEBRUARY 28, 2010
      (UNAUDITED), AND FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO FEBRUARY
      28, 2011 (UNAUDITED).              
|                                                                                                                                                                                                                                        
|NOTES TO THE FINANCIAL STATEMENTS
      (UNAUDITED)                                                                                                                                                                                     

F-1

---

|ALL AMERICAN GOLD CORP                                     
|-----------------------------------------------------------
|(formerly Osprey Ventures, Inc.)                           
|(An Exploration Stage Company)                             
|                                                           
|BALANCE SHEETS                                             
|AS OF FEBRUARY 28, 2011 (UNAUDITED), AND MAY 31,
      2010

|                                                                                                                                                                                                                                                                   |   | February 28, 2011 |   |   |              |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------------- | - | - | ------------ | -
|                                                                                                                                                                                                                                                                   |   | (Unaudited)       |   |   | May 31, 2010 |  
|                                                                                                                                                                                                                                                                   |   |                   |   |   |              |  
|ASSETS                                                                                                                                                                                                                                                             |   |                   |   |   |              |  
|                                                                                                                                                                                                                                                                   |   |                   |   |   |              |  
|CURRENT ASSETS                                                                                                                                                                                                                                                     |   |                   |   |   |              |  
|Cash                                                                                                                                                                                                                                                               | $ | 14,940            |   | $ | 8,926        |  
|Prepaid Expenses                                                                                                                                                                                                                                                   |   | 1,000             |   |   | 1,200        |  
|TOTAL
      ASSETS                                                                                                                                                                                                                                                 | $ | 15,940            |   | $ | 10,126       |  
|                                                                                                                                                                                                                                                                   |   |                   |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                                                                                     |   |                   |   |   |              |  
|                                                                                                                                                                                                                                                                   |   |                   |   |   |              |  
|CURRENT LIABILITIES                                                                                                                                                                                                                                                |   |                   |   |   |              |  
|Due to an
      officer and director                                                                                                                                                                                                                               | $ | 25,000            |   | $ | 20,000       |  
|Convertible note and interest                                                                                                                                                                                                                                      |   | 243,667           |   |   | -            |  
|Accounts payable and accrued
      liabilities                                                                                                                                                                                                                     |   | 2,374             |   |   | 3,626        |  
|                                                                                                                                                                                                                                                                   |   |                   |   |   |              |  
|TOTAL LIABILITIES                                                                                                                                                                                                                                                  |   | 271,041           |   |   | 23,626       |  
|                                                                                                                                                                                                                                                                   |   |                   |   |   |              |  
|                                                                                                                                                                                                                                                                   |   |                   |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                                                                                                     |   |                   |   |   |              |  
|Capital stock (Note
      7)           Authorized                800,000,000
      shares of common stock, $0.001 par
      value,           Issued
      and
      outstanding                92,900,000
      and 90,400,000 shares of common stock respectively |   | 92,900            |   |   | 90,400       |  
|Additional paid-in capital                                                                                                                                                                                                                                         |   | 157,400           |   |   | 110,260      |  
|Deficit accumulated during the
      exploration stage                                                                                                                                                                                                             |   | (505,401          | ) |   | (132,800     | )
|Total stockholders equity (deficit)                                                                                                                                                                                                                               |   | (255,101          | ) |   | (13,500      | )
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                                                                                                                                                                                                         | $ | 15,940            |   | $ | 10,126       |  

Going Concern (Note 2)

Commitments  option on mineral property (Note 4)

The accompanying notes are an integral part of these financial
statements

F-2

---

|ALL AMERICAN GOLD CORP                                                            
|----------------------------------------------------------------------------------
|(formerly Osprey Ventures, Inc.)                                                  
|(An Exploration Stage Company)                                                    
|                                                                                  
|STATEMENTS OF OPERATIONS                                                          
|FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2011,
      AND FEBRUARY 28, 2010
|AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO
      FEBRUARY 28, 2011          
|(Unaudited)                                                                       

|                                                                       |   | Three Months |   |   | Three Months |   |   | Nine Months  |   |   | Nine Months  |   |   | May 17, 2006   |  
|---------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                                       |   | Ended        |   |   | Ended        |   |   | Ended        |   |   | Ended        |   |   | (inception) to |  
|                                                                       |   | February 28, |   |   | February 28, |   |   | February 28, |   |   | February 28, |   |   | February 28,   |  
|                                                                       |   | 2011         |   |   | 2010         |   |   | 2011         |   |   | 2010         |   |   | 2011           |  
|                                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|REVENUE                                                                | $ | -            |   | $ | -            |   | $ | -            |   | $ | -            |   | $ | -              |  
|                                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Total revenue                                                          |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | -              |  
|                                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|EXPENSES                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|                                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Exploration mining property  China                                    |   | -            |   |   | 20,000       |   |   | -            |   |   | 20,000       |   |   | 20,000         |  
|Exploration mining property - USA                                      |   | -            |   |   | -            |   |   | 302,359      |   |   | -            |   |   | 302,359        |  
|Bank charges                                                           |   | 111          |   |   | 164          |   |   | 563          |   |   | 305          |   |   | 1,473          |  
|Loss (gain) on currency exchange                                       |   | (47          | ) |   | -            |   |   | (47          | ) |   | (3           | ) |   | 730            |  
|Interest expense  promissory note                                     |   | 247          |   |   | 189          |   |   | 748          |   |   | 742          |   |   | 2,392          |  
|Interest expense  convertible note                                    |   | 3,430        |   |   | -            |   |   | 6,667        |   |   | -            |   |   | 6,667          |  
|Contributed administrative support                                     |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 300            |  
|Consulting                                                             |   | -            |   |   | -            |   |   | 1,000        |   |   | -            |   |   | 16,000         |  
|Office                                                                 |   | 4,078        |   |   | 294          |   |   | 5,514        |   |   | 3,444        |   |   | 17,761         |  
|Organizational costs                                                   |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 300            |  
|Professional fees                                                      |   | 6,024        |   |   | 12,015       |   |   | 21,605       |   |   | 19,054       |   |   | 70,875         |  
|Corporate services                                                     |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 5,000          |  
|Public relations                                                       |   | 240          |   |   | -            |   |   | 3,588        |   |   | -            |   |   | 4,378          |  
|Registration and filing fees                                           |   | 890          |   |   | 863          |   |   | 11,718       |   |   | 2,067        |   |   | 18,641         |  
|Management fees                                                        |   | 15,500       |   |   | 881          |   |   | 15,500       |   |   | 4,752        |   |   | 23,477         |  
|Transfer agent fees                                                    |   | 460          |   |   | 5,675        |   |   | 2,582        |   |   | 5,675        |   |   | 8,557          |  
|Travel and meals                                                       |   | 520          |   |   | 4,545        |   |   | 804          |   |   | 4,545        |   |   | 6,491          |  
|                                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Total expenses                                                         |   | 31,453       |   |   | 44,626       |   |   | 372,601      |   |   | 60,581       |   |   | 505,401        |  
|                                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|NET LOSS FOR THE PERIOD                                                | $ | (31,453      | ) | $ | (44,626      | ) | $ | (372,601     | ) | $ | (60,581      | ) | $ | (505,401       | )
|                                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|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 |   | 92,872,222   |   |   | 80,995,580   |   |   | 91,215,018   |   |   | 72,000,000   |   |   |                |  

The accompanying notes are an integral part of these financial
statements

F-3

---

|ALL AMERICAN GOLD CORP                                                              
|------------------------------------------------------------------------------------
|(formerly Osprey Ventures, Inc.)                                                    
|(An Exploration Stage Company)                                                      
|                                                                                    
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)                                         
|FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO
      FEBRUARY 28, 2011 (UNAUDITED)

|                                                                                                         |  |              |  |   |         |  |   |              |   |   |             |   |   | Deficit     |   |   |          |  
|-------------------------------------------------------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | -------- | -
|                                                                                                         |  |              |  |   |         |  |   |              |   |   |             |   |   | Accumulated |   |   |          |  
|                                                                                                         |  |              |  |   |         |  |   | Additional   |   |   | Share       |   |   | During the  |   |   |          |  
|                                                                                                         |  | (Note 7)     |  |   | Paid-in |  |   | Subscription |   |   | Exploration |   |   |             |  
|                                                                                                         |  | Common Stock |  |   | Capital |  |   | Receivable   |   |   | Stage       |   |   | Total       |  
|                                                                                                         |  | Number of    |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|                                                                                                         |  | shares       |  |   | Amount  |  |   |              |   |   |             |   |   |             |   |   |          |  
|Common stock issued for cash at $0.001 per
    share                                                     |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|- May 31, 2006 (note 3)                                                                                  |  | 50,000,000   |  | $ | 50,000  |  | $ | -            |   | $ | -           |   | $ | -           |   | $ | 50,000   |  
|- Share Subscription receivable                                                                          |  | -            |  |   | -       |  |   | -            |   |   | (50,000     | ) |   | -           |   |   | (50,000  | )
|Net loss for the period ended May 31, 2006                                                               |  | -            |  |   | -       |  |   | -            |   |   | -           |   |   | (300        | ) |   | (300     | )
|                                                                                                         |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Balance, May 31, 2006                                                                                    |  | 50,000,000   |  |   | 50,000  |  |   | -            |   |   | (50,000     | ) |   | (300        | ) |   | (300     | )
|                                                                                                         |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Share Subscription Received                                                                              |  | -            |  |   | -       |  |   | (45,000      | ) |   | 50,000      |   |   |             |   |   | 5,000    |  
|March 23, 2007, common stock  private placement ($0.01/
      share) (note 6)                           |  | 22,000,000   |  |   | 22,000  |  |   | -            |   |   | -           |   |   | -           |   |   | 22,000   |  
|Net loss for the year ended May 31, 2007                                                                 |  | -            |  |   | -       |  |   | 200          |   |   | -           |   |   | (12,102     | ) |   | (11,902  | )
|                                                                                                         |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Balance May 31, 2007                                                                                     |  | 72,000,000   |  |   | 72,000  |  |   | (44,800      | ) |   | -           |   |   | (12,402     | ) |   | 14,798   |  
|                                                                                                         |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Contributed administrative support                                                                       |  | -            |  |   | -       |  |   | 100          |   |   | -           |   |   | -           |   |   | 100      |  
|Net loss for the
      year ended May 31, 2009                                                           |  | -            |  |   | -       |  |   | -            |   |   | -           |   |   | (22,061     | ) |   | (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 February 28,
      2011 (unaudited)                                        |  | -            |  |   | -       |  |   | -            |   |   | -           |   |   | (372,601    | ) |   | (372,601 | )
|Common stock issued at a deemed value of $0.001 per share
      under section 4(2)                       |  | 2,500,000    |  |   | 2,500   |  |   | 10,000       |   |   | -           |   |   | -           |   |   | 12,500   |  
|Nov. 10, 2010  intrinsic value of beneficial conversion
      feature on convertible debenture (Note 8) |  | -            |  |   | -       |  |   | 118,500      |   |   | -           |   |   | -           |   |   | 118,500  |  
|                                                                                                         |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Unaudited Balance February 28, 2011                                                                      |  | 92,900,000   |  | $ | 92,900  |  | $ | 157,400      |   | $ | -           |   | $ | (505,401    | ) | $ | (255,101 | )

The accompanying notes are an integral part of these financial
statements

F-4

---

|ALL AMERICAN GOLD CORP                                                   
|-------------------------------------------------------------------------
|(formerly Osprey Ventures, Inc.)                                         
|(An Exploration Stage Company)                                           
|                                                                         
|STATEMENTS OF CASH FLOWS                                                 
|FOR THE NINE MONTHS ENDED FEBRUARY 28, 2011, AND
      FEBRUARY 28, 2010,
|AND FOR THE PERIOD FROM INCEPTION TO FEBRUARY 28,
      2011             
|(Unaudited)                                                              

|                                                                                 |   |                   |   |   |                   |   |   | Cumulative results of |  
|-------------------------------------------------------------------------------- | - | ----------------- | - | - | ----------------- | - | - | --------------------- | -
|                                                                                 |   | Nine Months       |   |   | Nine Months       |   |   | operations May 17,    |  
|                                                                                 |   | Ended             |   |   | Ended             |   |   | 2006 (inception) to   |  
|                                                                                 |   | February 28, 2011 |   |   | February 28, 2010 |   |   | February 28, 2011     |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                             |   |                   |   |   |                   |   |   |                       |  
|Net loss for the period                                                          | $ | (372,601          | ) | $ | (60,581           | ) | $ | (505,401              | )
|Adjustments to reconcile
      net loss to net cash used in operating activities |   |                   |   |   |                   |   |   |                       |  
|- contributed administrative
      expense                                       |   | -                 |   |   | -                 |   |   | 300                   |  
|- issuance of
      shares under Consulting Agreement                            |   | 12,500            |   |   | -                 |   |   | 12,500                |  
|- accretion of interest on
      convertible notes                               |   | 6,667             |   |   | -                 |   |   | 6,667                 |  
|Changes in:                                                                      |   |                   |   |   |                   |   |   |                       |  
|- prepaid expenses                                                               |   | 200               |   |   | -                 |   |   | (1,000                | )
|- due to a
      related party                                                   |   | -                 |   |   | 1,500             |   |   | (3,225                | )
|- accounts payable and accrued liabilities                                       |   | (1,252            | ) |   | (5,488            | ) |   | (851                  | )
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|NET CASH USED IN OPERATING                                                       |   |                   |   |   |                   |   |   |                       |  
|ACTIVITIES                                                                       |   | (354,486          | ) |   | (67,569           | ) |   | (484,560              | )
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |   |                   |   |   |                   |   |   |                       |  
|Proceeds from issuance of common stock                                           |   | -                 |   |   | 92,000            |   |   | 119,000               |  
|Repayment of notes payable                                                       |   | -                 |   |   | (9,230            | ) |   | (21,091               | )
|Proceeds from issuance of promissory note
      payable                          |   | 5,000             |   |   | 50                |   |   | 46,091                |  
|Proceeds from convertible notes                                                  |   | 355,500           |   |   | -                 |   |   | 355,500               |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                        |   | 360,500           |   |   | 82,820            |   |   | 499,500               |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|NET INCREASE (DECREASE) IN CASH                                                  |   | 6,014             |   |   | (15,251           | ) |   | 14,940                |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|CASH, BEGINNING OF PERIOD                                                        |   | 8,926             |   |   | 96                |   |   | -                     |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|CASH, END OF PERIOD                                                              | $ | 14,940            |   | $ | 15,347            |   | $ | 14,940                |  

The accompanying notes are an integral part of these financial
statements

F-5

---

|ALL AMERICAN GOLD CORP                   
|-----------------------------------------
|(formerly Osprey Ventures, Inc.)         
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2011                        

NOTE 1: BASIS OF PRESENTATION

The condensed financial statements
presented herein have been prepared by the Company in accordance with the
accounting policies in its audited financial statements for the period ended May
31, 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, such option being
terminated on January 31, 2011 as a result of insufficient results being
obtained from the first phase of exploration and the high costs of a projected
second phase (see Note 4).

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 $505,401 for the
period from May 17, 2006 (inception), to February 28, 2011, and has no revenue.
The Companys future success is primarily dependent upon the existence of gold
or other precious minerals on properties for which the Company owns a working
interest or an option to acquire an interest. No minerals have yet been
discovered on the property. The Companys success will also be dependent upon
its ability to raise sufficient capital to fund its exploration programs and, if
gold is discovered, to exploit the discovery on a timely and cost-effective
basis.

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.

F-6

---

|ALL AMERICAN GOLD CORP                   
|-----------------------------------------
|(formerly Osprey Ventures, Inc.)         
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2011                        

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

During 2010-2011, a director advanced
the Company a total of $25,000 with no specific terms of repayment.

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

NOTE 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 February 28, 2011, the Company had paid for its portion of the
first phase of a planned two-phase exploration program in the amount of $20,000.
The field work for the first phase of the planned two-phase exploration program
was carried out between February 15 and March 3, 2010, to determine if there are
commercially exploitable deposits of gold and silver. On January 31, 2011, the
agreement was terminated as a result of insufficient results being obtained from
the first phase of exploration and the high costs of a projected second phase as
reported and recommended in a geological engineering report dated January 18,
2011. No further payments or consideration are required as a result of the
termination of the agreement.

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

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

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

F-7

---

|ALL AMERICAN GOLD CORP                   
|-----------------------------------------
|(formerly Osprey Ventures, Inc.)         
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2011                        

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

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

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

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

- Making payments in the aggregate amount of $98,000
  in annual periodic payments ranging from $7,000 to $24,500 to the seventh
  anniversary of the underlying option agreement and initial payments of
  $300,000; and
- Incurring exploration expenditures in the aggregate
  amount of $770,000 in annual amounts ranging from $70,000 to $175,000 to the
  seventh anniversary of the underlying option agreement.

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

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

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

BELLEVILLE  ALL AMERICANS 70%
INTEREST

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

F-8

---

|ALL AMERICAN GOLD CORP                   
|-----------------------------------------
|(formerly Osprey Ventures, Inc.)         
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2011                        

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

GOLDFIELD  ALL AMERICAN 35%
INTEREST

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

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

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

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. 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 CreditDerivatives. 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.

F-9

---

|ALL AMERICAN GOLD CORP                   
|-----------------------------------------
|(formerly Osprey Ventures, Inc.)         
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2011                        

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

In May 2009, ASC Topic 855,
Subsequent Events was issued which established principles and
requirements for evaluating and reporting subsequent events and distinguishes
which subsequent events should be recognized in the financial statements versus
which subsequent events should be disclosed in the financial statements. ASC
Topic 855 was effective for interim periods ending after June 15, 2009. Because
it impacts the disclosure requirements, not the accounting treatment for
subsequent events, the adoption of ASC Topic 855 did not impact our consolidated
results of operations or financial condition. In February 2010, the FASB issued
ASU No. 2010-09 Subsequent Events (ASC Topic 855) Amendments to Certain
Recognition and Disclosure Requirements (ASU No. 2010-09) which requires
an entity that is an SEC filer to evaluate subsequent events through the date
that the financial statements are issued. The adoption did not have an impact on
the Companys financial position and results of operations. See Note 8 for
disclosures regarding our subsequent events.

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

In April 2009, the FASB issued ASC
805-10, Accounting for Assets Acquired and Liabilities assumed in a Business
Combination That Arise from ContingenciesAn Amendment of FASB Statement No. 141
(Revised December 2007), Business Combinations. ASC 805-10 addresses
application issues raised by preparers, auditors and members of the legal
profession on initial recognition and measurement, subsequent measurement and
accounting and disclosure of assets and liabilities arising from contingencies
in a business combination. ASC 805-10 is effective for assets or liabilities
arising from contingencies in business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. ASC 805-10 will have an impact on our accounting
for any future acquisitions and its consolidated financial statements.

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.

F-10

---

|ALL AMERICAN GOLD CORP                   
|-----------------------------------------
|(formerly Osprey Ventures, Inc.)         
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2011                        

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

Recently Issued Accounting
Standards

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

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

NOTE 6  INCOME TAXES

As of February 28, 2011, the Company
had net operating loss carry forwards of approximately $505,401 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.

NOTE 7  CAPITAL STOCK

| | a) | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In 2006 the Company issued 50,000,000 of its common stock
      at a price of $0.001 per share for proceeds of $5,000. The offering was
      made pursuant to section 4(2) of the Securities Act.                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In 2007, the Company offered for sale 30,000,000 shares
      of its common stock at a price of $0.01 per share and sold 22,000,000
      shares for net proceeds of $22,000 pursuant to Rule 903 of Regulation S of
      the Securities Act.                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In late 2008 and early 2009, the Company took receipt of
      $92,000 in payment for 18,400,000 shares of its common stock at a price of
      $0.005 per share issued under an S-1 registration statement dated
      September 5, 2008, which became effective on September 18, 2008. Treasury
      orders were issued regarding the delivery of 18,400,000 shares that were
      sold under the S-1 registration statement.

F-11

---

|ALL AMERICAN GOLD CORP                   
|-----------------------------------------
|(formerly Osprey Ventures, Inc.)         
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2011                        

NOTE 7  CAPITAL STOCK (continued)

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

| | 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 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.

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 pay 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 February 28,
2011, the Company accreted interest of $6,667. As at February 28, 2011, the
carrying value of the convertible notes totaled $243,667.

F-12

---

|ALL AMERICAN GOLD CORP                   
|-----------------------------------------
|(formerly Osprey Ventures, Inc.)         
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2011                        

NOTE 8  CONVERTIBLE NOTES (continued)

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 creditor is not a U.S. person (as that term is defined in
Regulation S).

NOTE 9  SUBSEQUENT EVENTS

On March 7, 2011, we filed a Current
Report on Form 8-K (the Super 8-K). Because we were a shell company before we
entered into the agreements described above in note 4  Option On Mineral
Property, -we included in that Current Report on Form 8-K, the information on
our company that would be required if we were filing a general form for
registration of securities on Form 10. The result of filing the Super 8-K is
that the Corporation is no longer a shell corporation.

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

F-13

---

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

Cautionary Statement Regarding Forward-Looking
Statements

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

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risks on page 8, that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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

General Information

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

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

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

---

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING FEBRUARY 28, 2011,
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q
AND IN OUR ANNUAL REPORT ON FORM 10K.

Overview

We were incorporated in the State of Wyoming on May 17, 2006,
as Osprey Ventures, Inc. and established a fiscal year end of May 31. We changed
our name to All American Gold Corp. on October 15, 2010. 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) 926-4653.
There have been no material reclassifications, mergers, consolidations or
purchases or sales of any significant amount of assets not in the ordinary
course of business since the date of incorporation. We are a start-up,
exploration stage Corporation engaged in the search for gold and related
minerals. There is no assurance that a commercially viable mineral deposit, a
reserve, exists in our optioned properties or can be shown to exist until
sufficient and appropriate exploration is done and a comprehensive evaluation of
such work concludes economic and legal feasibility.

---

3

Mining Projects Under Option

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

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

- An option to acquire a 70% interest in a mineral exploration property
  called the Belleville property in Mineral County, Nevada. TAC 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

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

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

In addition, TAC 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.

---

4

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

We plan on reviewing the results of the past drilling and
exploration programs but have so far identified an additional three potential
drilling targets which will be located in the set of gold bearing zones
described above. The second drill target is a geophysical anomaly indicating the
apparent extension of the mineralized shears under pediment. The third target
occurs at the intersection of the mineralized structures with a major lithologic
contact. Drilling is planned for 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

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

- Making payments in the aggregate amount of $98,000 in annual periodic
  payments ranging from $7,000 to $24,500, to the seventh anniversary of the
  underlying option agreement and initial payments totalling $300,000 (paid in
  full); and
- Incurring exploration expenditures in the aggregate amount of $770,000 in
  annual amounts ranging from $70,000 to $175,000, to the seventh anniversary of
  the underlying option agreement.

---

5

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

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

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

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


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

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.

---

6

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

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

These drill results help to define favourable host stratigraphy
as well as further zero in on gold-bearing structures. The technical information
in this drill program has been reviewed and approved by Mr. Richard Kern, B.Sc.,
M.Sc., P. Geo. Registered Geologist Nevada & California; a 'qualified
person', as defined by NI 43-101, Standards for Disclosure of Mineral Projects,
unless otherwise noted.

Goldfield West has been permitted for a total of 21 holes and
drilling will continue in order to further define the overall potential of the
property. 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

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.

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.

---

7

Gao Feng Gold Mining Property  Jiangxi,
China

On April 22, 2007, as amended on May 15, 2009, we optioned a 25
percent interest in a gold exploration and mining property referred to as the
Gao Feng Gold Mining Property located in north-eastern Jiangxi Province, China
by entering into an Option To Purchase And Royalty Agreement with Jiujiang Gao
Feng Mining Industry Limited Corporation, the beneficial owner of the property.
The option allowed us to acquire an interest in the property by making certain
expenditures and carrying out certain exploration work. We and Jiujiang retained
the services of the Jiujiang Geological Engineering Group Corporation, Gao
Fenglin, Senior Engineer, and C. Wong, Senior Engineer, to carry out the first
phase of the work program the field work of which was carried out between
February 15 and March 3, 2010, to determine if there were commercially
exploitable deposits of gold and silver. On January 31, 2011, the agreement was
terminated as a result of insufficient results being obtained from the first
phase of exploration and the high costs of a projected second phase as reported
and recommended in a geological engineering report dated January 18, 2011. For
further detail the reader is referred to our Current Report filing on Form 8-K
of February 5, 2011. No further payments or consideration are required as a
result of the termination of the agreement.

Our Proposed Exploration Program  Plan of
Operation

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.

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

---

8

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
Corporation 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 our Corporation. His involvement in other
business ventures did not allow adequate time to devote to the affairs of our
business plan.

Mr. Ma does not have an employment agreement with us.

On December 1, 2010, we entered into a consulting agreement
with Brent Welke, our senior officer and a director, for a term of 36 months,
whereby Mr. Welke has agreed to provide the Corporation with various consulting
services as president, secretary, treasurer, chief executive officer, chief
financial officer and act as a director of the Corporation. As compensation, the
Corporation 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 Corporations common stock which were issued on November 30,
2010.

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, without charge, but such arrangement may be cancelled at
anytime without notice. Specific direct expenses incurred such as telephone and
secretarial services are charged at cost.

Risks

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

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

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

Results of Operations

All American was incorporated as Osprey Ventures, Inc. on May
17, 2006, and changed its name to All American Gold Corp on October 15, 2010;
comparative periods for the quarters and nine-month periods ended February 28,
2011, and February 28, 2010, and from May 17, 2006 (inception), through February
28, 2011, are presented in the following discussion.

---

9

Since inception, we have used our common stock, advances from
related parties 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 February 28,
2011, was $499,500 as a result of proceeds received from sales of our common
stock ($119,000) an advance from a director ($25,000 excluding interest payable)
and a convertible debenture ($355,500).

The Corporation did not generate any revenues from operations
for the quarter ended February 28, 2011. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarters ended February 28,
2011, and February 28, 2010, was $0.

COMMON STOCK Net cash provided by equity financing activities
during the nine-month period was $0 (nil). For the same period in 2010, the
amount was $92,000 from the proceeds of the sale of 1,840,000 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 February 28, 2011, 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 |   |   | 9 Months |   |   | 9 Months |   |   | May 17, 2006   |  
|----------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | - | - | -------- | - | - | -------------- | -
|                                          |   | Ending   |   |   | Ending   |   |   | Ending   |   |   | Ending   |   |   | (inception) to |  
|                                          |   | February |   |   | February |   |   | February |   |   | February |   |   | February 28,   |  
|                                          |   | 28, 2011 |   |   | 28, 2010 |   |   | 28, 2011 |   |   | 28, 2010 |   |   | 2011           |  
|                                          | $ | -        |   | $ | -        |   | $ | -        |   | $ | -        |   | $ | -              |  
|Exploration mining
      property  China |   | -        |   |   | 20,000   |   |   | -        |   |   | 20,000   |   |   | 20,000         |  
|Exploration mining
      property - USA   |   | -        |   |   | -        |   |   | 302,359  |   |   | -        |   |   | 302,359        |  
|Bank charges                              |   | 111      |   |   | 164      |   |   | 563      |   |   | 305      |   |   | 1,473          |  
|Loss on currency
      exchange           |   | (47      | ) |   | -        |   |   | (47      | ) |   | (3       | ) |   | 730            |  
|Interest expense 
      promissory note  |   | 247      |   |   | 189      |   |   | 748      |   |   | 742      |   |   | 2,392          |  
|Interest expense 
      convertible note |   | 3,430    |   |   | -        |   |   | 6,667    |   |   | -        |   |   | 6,667          |  
|Contributed
      administrative support  |   | -        |   |   | -        |   |   | -        |   |   | -        |   |   | 300            |  
|Consulting                                |   | -        |   |   | -        |   |   | 1,000    |   |   | -        |   |   | 16,000         |  
|Office                                    |   | 4,078    |   |   | 294      |   |   | 5,514    |   |   | 3,444    |   |   | 17,761         |  
|Organizational costs                      |   | -        |   |   | -        |   |   | -        |   |   | -        |   |   | 300            |  
|Professional fees                         |   | 6,024    |   |   | 12,015   |   |   | 21,605   |   |   | 19,054   |   |   | 70,875         |  
|Corporate services                        |   | -        |   |   | -        |   |   | -        |   |   | -        |   |   | 5,000          |  
|Public relations                          |   | 240      |   |   | -        |   |   | 3,588    |   |   | -        |   |   | 4,378          |  
|Registration and filing
      fees        |   | 890      |   |   | 863      |   |   | 11,718   |   |   | 2,067    |   |   | 18,641         |  
|Management fees                           |   | 15,500   |   |   | 881      |   |   | 15,500   |   |   | 4,752    |   |   | 23,477         |  
|Transfer agent fees                       |   | 460      |   |   | 5,675    |   |   | 2,582    |   |   | 5,675    |   |   | 8,557          |  
|Travel and meals                          |   | 520      |   |   | 4,545    |   |   | 804      |   |   | 4,545    |   |   | 6,491          |  
|                                          |   |          |   |   |          |   |   |          |   |   |          |   |   |                |  
|Total expenses                            |   | 31,453   |   |   | 44,626   |   |   | 372,601  |   |   | 60,581   |   |   | 505,401        |  
|                                          |   |          |   |   |          |   |   |          |   |   |          |   |   |                |  
|NET LOSS FOR THE
      PERIOD             | $ | (31,453  | ) | $ | (44,626  | ) | $ | (372,601 | ) | $ | (60,581  | ) | $ | (505,401       | )

SUMMARY  Total expenses were $31,453 in the quarter ended
February 28, 2011, and $44,626 for the similar period in 2010. For the nine
month periods ended February 28, 2011, and February 28, 2010, the comparative
values were $372,601 and $60,581 respectively. A total of $505,501 in expenses
has been incurred since inception on May 17, 2006, through February 28, 2011.
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 nine 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:

---

10

BANK CHARGES: All American incurred $111 in bank or related
fees for the quarter ended on February 28, 2011, and $164 for the similar period
in 2010. For the nine month periods ended February 28, 2011, and February 28,
2010, the comparative values were $563 and $305 respectively. From inception on
May 17, 2006, we have incurred a total of $1,473 in bank charges. This cost
category should generally have little variance between quarters.

LOSS ON CURRENCY EXCHANGE: All American gained $47 in currency
exchange in the quarter ended on February 28, 2011 and $0 (nil) or for the
similar quarter in 2010. For the nine month periods ended February 28, 2011, and
February 28, 2010, the comparative values were gains of $47 and $3 respectively.
From inception on May 17, 2006, to February 28, 2011, we have incurred a total
of $730 in losses on currency exchange.

INTEREST EXPENSE ON PROMISSORY NOTE AND LINES OF CREDIT: In
April, 2010 a director, through a wholly owned corporation loaned $20,000 to All
American in the form of a promissory note which bears interest at the rate of 5%
and is due and payable on April 30, 2011; in the first 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 $247 for the interest due on
the advance. During the similar period in 2010 there were $189 in such charges
or accruals. For the nine month periods ended February 28, 2011, and February
28, 2010, the comparative values were $748 and $742 respectively. From inception
on May 17, 2006, we have incurred a total of $2,392 in interest payable on
advances made by related parties. In the future this cost category will change
based on whether there are advances or loans from related parties.

INTEREST EXPENSE ON CONVERTIBLE NOTE: On November 10, 2010, the
Corporation issued $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
Corporation at a conversion price of seventy five percent (75%) of the average
closing bid prices for the ten trading days immediately preceding the date that
the Corporation receives notice of conversion of the convertible notes. In
accordance with ASC 470-20, the Corporation determined that there was a
beneficial conversion feature on the convertible notes with an intrinsic value
of $118,500. The Corporation recorded $118,500 as additional paid-in capital and
reduced the carrying value of the convertible notes to $237,000. The carrying
values of the convertible notes are to be accreted over the term of the
convertible notes up to their face value of $355,500. During the period ended
February 28, 2011, the Corporation accreted interest of $3,430; there were no
similar charges or accretions in the past. As at February 28, 2011, the carrying
value of the convertible notes totaled $243,667.During the quarter we incurred
$3,430 for the interest due on the advance. From inception on May 17, 2006, we
have incurred a total of $6,667 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
February 28, 2011, and 2010. A total of $300 has been incurred in the period
from inception on May 17, 2006, to February 28, 2011. All contributed expenses
are reported as contributed costs with a corresponding credit to additional
paid-in capital.

CONSULTING FEES: We incurred $1,000 in consulting fees for the
quarters ended February 28, 2011 and $0 (Nil) for the similar period in 2010.
For the nine month periods ended February 28, 2011, and February 28, 2010, the
comparative values were also $0 (nil). For the period May 17, 2006 (inception),
through February 28, 2011, $16,000 was recorded for such costs. This category
will vary from year to year dependent on corporate capital raising and potential
acquisition activities.

OFFICE EXPENSES: $4,078 in office expenses were incurred in the
quarter ended February 28, 2011, and $294 in the similar period in 2010. For the
nine month periods ended February 28, 2011, and February 28, 2010, the
comparative values were $5,514 and $3,444 respectively. For the period May 17,
2006 (inception), through February 28, 2011, a total of $17,761 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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11

ORGANIZATIONAL COSTS: No charges for organizational costs were
incurred for the quarters ended on February 28, 2011, and 2010. From inception
to May 17, 2006, we have incurred a total of $300 in organizational expenses. We
expect infrequent charges.

PROFESSIONAL FEES: All American incurred $6,024 in professional
fees for the quarter ended on February 28, 2011, and $12,015 for the 2010
period. For the nine month periods ended February 28, 2011, and February 28,
2010, the comparative values were $21,605 and $19,054 respectively. From
inception on May 17, 2006, we have incurred a total of $70,875 in professional
fees mainly spent on legal and accounting matters. This cost category will vary
in spending depending on legal, accounting and new business activities.

CORPORATE SERVICES: We incurred $0 (nil) corporate service fees
for the quarter ended on February 28, 2011, and $0 (nil) in the similar quarter
in 2010. For the nine month periods ended February 28, 2011, and February 28,
2010, the comparative values were $0 (nil) and $0 (nil) respectively. From
inception on May 17, 2006, we have incurred a total of $5,000 in corporate
service fees.

PUBLIC RELATIONS: All American incurred $240 in public
relations and related costs for the quarters ended on February 28, 2011, and $0
(nil) for the similar period in 2010. For the nine month periods ended February
28, 2011, and February 28, 2010, the comparative values were $3,588 and $0 (nil)
respectively. From inception on May 17, 2006, we have incurred a total of $4,378
in public relations fees.

REGISTRATION AND FILING FEES: All American incurred $890 in
registration and filing fee expenses for the quarter ended on February 28, 2011,
and $863 for the similar period in 2010. For the nine month periods ended
February 28, 2011, and February 28, 2010, the comparative values were $11,718
and $2,067 respectively. From inception on May 17, 2006, we have incurred a
total of $18,641 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) which agreement was terminated on
December 31, 2009. On December 1, 2010, the Corporation entered into a
consulting agreement with Brent Welke, our president and a director, for a term
of 36 months, whereby Mr. Welke has agreed to manage the affairs of the
Corporation. As compensation, we have agreed to pay Mr. Welke $1,000 on the
first day of each of the 36 months, pursuant to the terms of the consulting
agreement and have issued 2,500,000 shares of the Corporations common stock
valued at the last issuance price of $0.005 per share. $15,500 in management fee
costs were incurred in the current quarter, which includes the deemed value of
the 2,500,000 shares of common stock issued to Mr. Welke under his Consulting
Agreement, while $881 was incurred for the quarter ended February 28, 2010. For
the nine month periods ended February 28, 2011, and February 28, 2010, the
comparative values were $15,500 and $4,752 respectively. For the period May 17,
2006 (inception), through May 31, 2010, All American has incurred $23,477 on
such expenses.

TRANSFER AGENT FEES: $460 was spent on transfer agent costs and
attendant expenses in the quarter ended February 28, 2011, while $5,675 was
spent in the similar period of 2010. For the nine month periods ended February
28, 2011, and February 28, 2010, the comparative values were $2,582 and $5,675
respectively. For the period May 17, 2006 (inception), through May 31, 2010, a
total of $8,557 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 but paid out $20,000 in the similar period in 2010. For in the
nine month periods ended February 28, 2011, and 2010 the expenses were $0 (nil)
and $20,000 respectively. 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. The option on
this project has been terminated and no further expenses will be incurred.

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12

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 February 28, 2010. We incurred $302,359 in
acquisition and exploration costs on the property in the nine months ended
February 28, 2011 with no such expenditures in the similar period in 2010. 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 February 28,
2010. We incurred $0 (nil) in acquisition and exploration costs on the
properties in the nine months ended February 28, 2011, with no such expenditures
in the similar period in 2010. For the period May 17, 2006 (inception) through
May 31, 2010, All American has incurred $0 (nil) in total on expenses in the
acquisition of the option or the exploration of the Belleville or Iowa Canyon
properties.

TRAVEL AND MEAL EXPENSES: $520 was spent in travel and meal
costs in the quarter ended on February 28, 2011, and $4,545 was spent in the
similar quarter of 2010. For the nine month periods ended February 28, 2011, and
February 28, 2010, the comparative values were $804 and $4,545 respectively. For
the period May 17, 2006 (inception), through February 28, 2011, a total of
$6,491 has been spent on travel and meal expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the nine month
periods ended February 28, 2011, and February 28, 2010, the comparative values
were $354,486 and $67,569 respectively. A total of $484,560 in net cash has been
used for the period from inception on May 17, 2006, to February 28, 2011.

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

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

Plan of Operation

All American believes we can satisfy our cash requirements for
the current fiscal year end of May 31, 2011, with the proceeds of advances made
by our officers and directors and the convertible debenture. As of February 28,
2011, we had a negative working capital in the amount of $255,101. We are
currently working with interested parties to secure all the financing necessary
for the planned exploration programs on its Nevada projects through the next
year along with adequate working capital to support our non-exploration
activities.

For the balance of the current fiscal year to May 31, 2011, we
will concentrate our efforts on the exploration of the Belleville and Goldfield
West properties. Currently the Goldfields West project is BLM permitted on 21
drill holes of which two have been completed. Based on the encouraging results
of that work the corporation is moving forward with drilling the next targets.
It is also moving forward with its business plan by moving drill rigs onto two
target areas on the Belleville property based on the results and recommendations
of the engineering report on the property.

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.

---

13

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:

|Operating expenses     | $ | 50,000  | 
|---------------------- | - | ------- | 
|Goldfields West costs  |   | 125,000 | 
|Belleville exploration |   | 125,000 | 
|Iowa Canyon costs      |   | 50,000  | 
|Working Capital        |   | 50,000  | 
|Total                  | $ | 400,000 | 

As at February 28, 2011, we had a working capital deficit of
$255,101. 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 February 28, 2011, we have yet to
generate any revenues from operations.

Since inception, we have used our common stock, advances from
related parties and convertible debentures to raise money for our optioned
acquisitions and for corporate expenses. Net cash provided by financing
activities from inception on May 17, 2006, to February 28, 2011, 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 through a Rule 903 Regulation S offering in April, 2007 for cash
consideration of $22,000 to a total of 8 placees. In 2009, we issued 1,840,000
shares through an S-1 registration statement to 43 investors for cash
consideration of $96,000. In the quarter under review we issued 2,500,000 shares
through a Section 4(2) exemption to our senior officer as part of a consulting
agreement at a deemed price of $0.001 per share.

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14

As of February 28, 2011, our total assets consisted entirely of
cash and prepaid expenses in the amount of $15,940 while our total liabilities
were $271,041. Working capital stood at negative $255,101.

For the quarter ended February 28, 2011, the net loss was
$31,453 ($0.00 per share) while for February 28, 2010, the net loss was $44,626
($0.00 per share). The loss per share was based on a weighted average of
92,872,222 common shares outstanding for the current quarter and 80,995,580 for
the quarter ended February 28, 2010. The net loss from May 17, 2006 (inception),
to February 28, 2011, is $505,401.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
February 28, 2011. Inflation is moderately higher than it was during 2009 but
the actual rate of inflation is not material and is not considered a factor in
our contemplated capital expenditure program.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk

None.

Item 4. Controls and Procedures

|(a) | Evaluation of Disclosure Controls and
  Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | We carried out an evaluation, under the supervision and
      with the participation of our management, including our principal
      executive officer and principal financial officer, of the effectiveness of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Exchange Act). Based upon that evaluation, our principal
      executive officer and principal financial officer concluded that, as of
      the end of the period covered in this report, our disclosure controls and
      procedures were ineffective to ensure that information required to be
      disclosed in reports filed under the Exchange Act is recorded, processed,
      summarized and reported within the required time periods and is
      accumulated and communicated to our management, including our principal
      executive officer and principal financial officer, as appropriate to allow
      timely decisions regarding required disclosure.                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all errors
      or fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | During the quarter ended February 28, 2011, there were no
      changes in the Corporation's internal control over financial reporting
      that have materially affected, or are reasonably likely to materially
      affect, its internal control over financial
reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

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15

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.

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

Item 3. Other InformationUse of
Proceeds

Net cash provided by financing activities from inception on May
17, 2006, to February 28, 2011, was $499,500 as a result of proceeds received
from sales of our common stock and an advance from a related party and lines of
credit & promissory notes. During that same period, the following table
indicates how the proceeds have been spent to date:

|                                    | $ | -       | 
|----------------------------------- | - | ------- | 
|Exploration mining property  China |   | 20,000  | 
|Exploration mining property - USA   |   | 302,359 | 
|Bank charges                        |   | 1,473   | 
|Loss on currency exchange           |   | 730     | 
|Interest expense  promissory note  |   | 2,392   | 
|Interest expense  convertible note |   | 6,667   | 
|Contributed administrative support  |   | 300     | 
|Consulting                          |   | 16,000  | 
|Office                              |   | 17,761  | 
|Organizational costs                |   | 300     | 
|Professional fees                   |   | 70,875  | 
|Corporate services                  |   | 5,000   | 
|Public relations                    |   | 4,378   | 
|Registration and filing fees        |   | 18,641  | 
|Management fees                     |   | 23,477  | 
|Transfer agent fees                 |   | 8,557   | 
|Travel and meals                    |   | 6,491   | 
|                                    |   |         | 
|Total expenses                      |   | 505,401 | 

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16

Common Stock

During the three-month period ended February 28, 2011,
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. The shares were valued at the
last issuance price of $0.005 per share. As of February 28, 2011, there were
92,900,000 shares issued and outstanding. No other shares were issued during the
quarter or nine months under consideration.

Options

No options were granted during the three- or nine-month period
ending February 28, 2011.

Code of Ethics

The Board of Directors on April 22, 2007, adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. A copy of the Code of Business Conduct
and Ethics is available upon written request by any person without charge. To
obtain a copy, an interested party should contact our offices by telephone at
(317) 926-4653 or write to 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 February 28,
2011:

- December 14, 2010  Entry into a Material Definitive Agreement 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 Corporation
  with various consulting services as president, secretary, treasurer, chief
  executive officer and chief financial officer. As compensation, the
  Corporation has issued 2,500,000 shares of the Corporations common stock and
  will pay Mr. Welke $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 received a resignation from Ma Cheng Ji
  (Jack). Mr. Ji resigned as president, secretary, treasurer, chief executive
  officer and chief financial officer of the Corporation. Mr. Ji will remain as
  a member of the Corporations board of directors. Mr. Jis resignation was not
  the result of any disagreements with the Corporation regarding its operations,
  policies, practices or otherwise. As a result of Mr. Jis resignation, we
  appointed Brent Welke as president, chief executive officer and director of
  the Corporation.Brent Welke  President, Secretary, Treasurer,
  Chief Executive Officer, Chief Financial Officer and Director From August, 2002 to present, Mr. Welke has been an attorney
  practicing various areas of law such as estates, class actions, consumer
  protection and bankruptcy, and post conviction criminal litigation. From April
  2007 to August 2008, he was the chief executive officer of Agnova Corporation,
  a high tech soil supplement Corporation. As a chief executive officer, Mr.
  Welkes responsibilities included overseeing the Corporations day-to-day
  activities.The Corporations board of directors now consists of Ma
  Cheng Ji and Brent Welke. There have been no transactions between the
  Corporation and Mr. Welke since the Corporations last fiscal year which would
  be required to be reported herein. There are no family relationships among our
  directors or executive officers.

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17

- January 6, 2011  Amendments to 8K dated September 8, 2010 This
  report on Form 8K/A was filed to amend our current report on Form 8-K of
  August 23, 2010 (the "Original Form 8-K"), which was filed with the SEC on
  September 8, 2010. Accordingly, pursuant to rule 12b-15 under the Exchange
  Act, the Form 8-K/A contains revised text of the Original Form 10-Q, the cover
  page of which has been amended, as well as the current date and which revises
  the information contained in the Original 8-K which contained errors and
  includes additional information regarding our obligations under the
  agreements.
- January 31, 2010  Entry into a Material Definitive Agreement 
  Acquisition or Disposal 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 by entering into an Option To
  Purchase And Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited
  Corporation, the beneficial owner of the property.On January 25, 2011,
  we received a report entitled Geological Report of the Phase I Exploration
  Program on the Gaofeng Gold Property, Dexing City, Jiangxi, China which is a
  summary of the work completed in 2010 with recommendations for a proposed
  second phase of exploration.The phase I exploration program undertaken
  between February 16 and March 3, 2010, consisted of the establishment of a
  full grid of the area with permanent posts for future reference, an airborne
  electromagnetic and magnetic survey of the Gaofeng property and included an
  area one kilometre north, south, east and west of the property boundaries with
  a number of rock, till and geological samples being taken from the area. All
  of the work contemplated under the phase I exploration program was completed
  with the exception of the diamond drilling. The drill rig that had been
  contracted ran into unexpected mechanical problems shortly after commencing
  work. As a result, the drill portion of the program was only marginally
  carried out. The parties verbally agreed to delay further diamond drilling
  until phase II. This allowed for a significant increase in the base geological
  work, a widening of the area subject to review and the taking of a greater
  number of samples for analysis. The overall evaluations of the previous
  exploration programs were confirmed. Although few mineral values of interest
  were determined, vein structures and significant conductors were followed off
  the property to the east and north. The strongest anomalies were confirmed as
  being along the north margin of the claim and were continually traced more
  than one kilometre north of the existing claims boundary.Phase I
  Exploration ProgramPhase I began by mapping the claims and
  digitization and Global Information System (GIS) referencing of all existing
  data on the claims including historical references. The GIS referencing system
  entailed the production of a database whereby all previous known work on the
  claims was entered into a computer matrix and correlated based on map
  coordinates. The results of phase I testing were then entered and correlated
  to historical data which allowed for certain conclusions as to the best
  targets and areas to explore in the
  future.MineralizationDuring the establishment of
  the grid a new showing was located approximately 400 metres northeast of the
  originally planned target area. The phase I exploration program carried out a
  small drill program prior to the total breakdown of the drilling rig
  completing five AQ-sized core drill holes in the area of the originally
  trenched area in the southeastern part of the property. This trench elongates
  in a northwesterly direction exposing an oxidized sulphide and quartz zone
  best developed in interflow metasediments and mafic metavolcanic rocks
  marginal to their contact with felsic metavolcanic rocks which are flow banded
  in part showings. The drilling returned no significant mineralization. The
  program included stream and till sampling of the drainages crossing the
  mineralization. The streams sampled were juvenile systems with much non-
  mineralized till contributing to the transported sediments in the creek beds.
  The results reflect anomalous Au and Ag values that are related to
  mineralization but are erratic in the downstream decay of values; there may be
  substantial contributions of unmineralized material due to fines from
  talus.

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18

Geophysical
Surveys

The VLF-Ground Magnetic survey was
carried out over the showings and the interpretation suggested that there are
three linear magnetic lows running roughly parallel to the surface expression of
the mineralization. This was interpreted to mean possible magnetite destruction
in the volcanics due to alteration that would reflect some vertical conduits of
mineralization through the volcanic pile. The survey identified two
electromagnetic conductive zones north and west of the current claims. Two small
claim blocks were located for subsequent surface surveys; the first was located
immediately east of a small hill located one kilometre north-northeast of the
property. VLF-EM surveys were completed over a grid of 100 metre spaced
north-south lines with instrument readings taken at intervals of 25 metres along
the grid lines. An electromagnetic conductor, partially coincident with higher
magnetic readings, was found in the area of the centre of the claims where there
are quartz and sulphide showings which are exposed in a number of shallow pits
and trenches. The second area was on the north side of another small hill 3
kilometres west-northwest of the current claims. Here, a strong electromagnetic
conductor was found to be coincident with high magnetic response over a width of
between 15 and 30 metres and an apparent strike length of 350 metres. The area
is outside the current claim boundaries and ownership is unknown.

Surface geophysical surveys were
undertaken. The survey grid established for this survey consisted of an
east-west baseline (the southern boundary of the claims follows this baseline)
and north-south survey lines at 100 metre intervals. This grid extends more than
a kilometre north and east of the property and the north-south crosslines
throughout the grid area extend several hundred metres to the north. A Max-Min
electromagnetic survey, completed over the entire grid area, involved a coil
separation of 200 metres and readings of two frequencies (444Hz and 1777Hz) were
recorded at 25 metres intervals along the north-south grid lines. A major,
in-phase and out-of-phase cross-over on both frequencies was identified on the
easternmost grid line, 1 kilometre east of the eastern boundary of the property.
This is coincident with a known exposure of quartz and sulphide mineralization
in this area. A weaker in- and out-of-phase cross-over was encountered
immediately south of an old lakebed adjacent to the current claims western
boundary and in another area 600 metres further east. The cause of these is not
known. A similar weak EM cross-over was detected immediately west of another
known gold zone at the western limits of the grid some 1200 metres west of the
current claim western boundary.

Conclusions

Mineralization on the Gaofeng mining
property occurs along contacts between mafic metavolcanic rocks and felsic
units. Based on the observed distribution of felsic and mafic metavolcanic
rocks, a prospective and underexplored horizon is present in the central part of
the claims area and may extend for a considerable distance both east and north
of the current claims. Evidence for this are three known areas of mineralization
east and north of the property plus a similar, parallel belt of similar geology
featuring two zones several hundred metres north of the current area. Two
principal styles of disseminated quartz and sulphide mineralization are present
in the area. The mineralization exposed in the vein extension areas reviewed is
below that which is typical of an exhalative, sulphide iron formation hosted
mainly in cherty (sedimentary?) units. By contrast, the mineralization exposed
in both the newly discovered trench areas is at least in part typical of contact
type mineralization as evidenced by the presence of quartz and sulphides in
skarnified limestone, further evidence that the felsic unit at both localities
may be intrusive. The chemistry features higher cobalt values and low arsenic
samples from the one trench while from the other trenches the characterization
is of elevated arsenic values.

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19

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

Recommendations

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

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

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

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

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

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

SUMMARY / CONCLUSIONS /
DECISIONS

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

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20

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.
|     |                                                                                                                                                               

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: April 11, 2011.                                   
| | --------------------------------------------------------
| |                                                         
| |                                                         
| | BY:                                                     
| |                                                         
| |                                                         
| |                                                         
| |                                                         
| |                                                         
| |                                                         
| | BY:                                                     
| |                                                         
| |                                                         
| | Jack Ma Cheng Ji, Member of the Board of
      Directors

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