Indigenous Roots Corp. - FORM S-1

Attached files

file	filename
EX-4.1 - FORM OF SHARE CERTIFICATE - Indigenous Roots Corp.	ex4-1.txt
EX-5.1 - OPINION & CONSENT OF COUNSEL - Indigenous Roots Corp.	ex5-1.txt
EX-23.1 - CONSENT OF AUDITOR - Indigenous Roots Corp.	ex23-1.txt
EX-10.4 - OPTION CANCELLATION AGREEMENT - Indigenous Roots Corp.	ex10-4.txt

As filed with the Securities and Exchange Commission on January 13, 2011
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
Registration Statement under the Securities Act of 1933

AMERICAN PARAMOUNT GOLD CORP.
(Exactp name of registrant as specified in its charter)

Nevada 1040 20-5243308
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

130 King St. West, Suite 3670, Toronto ON M5X 1A9
Telephone: (416) 214-5640
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

With a copy to
William L. MacDonald
Macdonald Tuskey Corporate & Securities Lawyers
Suite #1210, 777 Hornby Street, Vancouver, B.C., V6Z 1S4, Canada
Telephone: (604) 648-1670, Facsimile: (604)681-4760

N/A
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act Prospectus number of the earlier effective registration
statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

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

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

======================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) per Security(2)($) Offering Price($) Fee($)
------------------------------------------------------------------------------------------------------
Shares of Common Stock,
par value $0.001 5,550,000 $0.395 $2,192,250.00 $254.52
======================================================================================================

(1) Represents shares of our common stock previously acquired by and issued to
the Selling Shareholders in private transactions directly with us or with
one of our affiliates. All of these shares are offered by the Selling
Shareholders.
(2) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, and is calculated on the basis of the average of
the bid and asked price per share of Common Stock of American Paramount
Gold Corp. listed on the OTC Bulletin Board as of January 7, 2011 a date
within five business days prior to the filing of this registration
statement. The bid and asked prices were $0.38 and $0.47, respectively.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said section 8(a), may determine.
================================================================================

PROSPECTUS

AMERICAN PARAMOUNT GOLD CORP.
5,550,000 SHARES OF COMMON STOCK

THE DATE OF THIS PROSPECTUS IS __________________, 2011.

American Paramount Gold Corp. ( "our Company", "we", "us", "our") is registering
5,550,000 shares of common stock held by 6 selling security holders.

The selling security holders will sell at prevailing market prices established
on the OTC Bulletin Board at the time of sale or privately negotiated prices.
The average of the bid and asked price per share of the common shares as listed
on the OTC Bulletin Board was $0.395 as of January 7, 2011. We will not receive
any proceeds from the sale of shares of our common stock by the selling security
holders. We will incur all costs associated with this Prospectus.

AN INVESTMENT IN OUR SECURITIES IS SPECULATIVE. SEE THE SECTION ENTITLED "RISK
FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SECURITY HOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT THAT INCLUDES THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE
SECURITIES AND EXCHANGE COMMISSION. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THESE SECURITIES, NOR SHALL
THE SELLING SECURITY HOLDERS SELL ANY OF THESE SECURITIES IN ANY STATE WHERE
SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL BEFORE REGISTRATION OR
QUALIFICATION UNDER SUCH STATE'S SECURITIES LAWS.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING SHAREHOLDERS ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, THEIR COMMON SHARES, ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON SHARES.

TABLE OF CONTENTS

Prospectus Summary.......................................................... 3

Risk Factors................................................................ 7

Use of Proceeds............................................................. 11

Determination of Offering Price............................................. 11

Dilution.................................................................... 11

Selling Security Holders.................................................... 11

Plan of Distribution........................................................ 13

Description of Securities to be Registered.................................. 16

Interests of Named Experts and Counsel...................................... 18

Description of Business..................................................... 18

Description of Property..................................................... 23

Legal Proceedings........................................................... 26

Market for Common Equity and Related Stockholder Matters.................... 26

Financial Statements........................................................ 28

Management's Discussion and Analysis of Financial Position and Results
of Operations............................................................... 29

Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................ 37

Directors and Executive Officers............................................ 37

Executive Compensation...................................................... 43

Security Ownership of Certain Beneficial Owners and Management.............. 45

Certain Relationships and Related Transactions.............................. 48

Disclosure of Commission Position on Indemnification of Securities
Act Liabilities............................................................. 49

PROSPECTUS SUMMARY

This Prospectus, and any supplement to this Prospectus include "forward-looking
statements". To the extent that the information presented in this Prospectus
discusses financial projections, information or expectations about our business
plans, results of operations, products or markets, or otherwise makes statements
about future events, such statements are forward-looking. Such forward-looking
statements can be identified by the use of words such as "intends",
"anticipates", "believes", "estimates", "projects", "forecasts", "expects",
"plans" and "proposes". Although we believe that the expectations reflected in
these forward-looking statements are based on reasonable assumptions, there are
a number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These include, among others,
the cautionary statements in the "Risk Factors" section beginning on page 9 of
this Prospectus and the "Management's Discussion and Analysis of Financial
Position and Results of Operations" section elsewhere in this Prospectus.

OUR BUSINESS

We were incorporated under the laws of the State of Nevada on July 20, 2006
under the name "Zebra Resources Incorporated (aka "Zebra Resources Inc."). Since
our inception, we have been an exploration stage company engaged in the
acquisition, exploration and development of mineral properties. Effective March
17, 2010, we changed our name from Zebra Resources Incorporated. to American
Paramount Gold Corp. On July 28, 2010 we obtained an extra-provincial license to
carry on business in the Province of Ontario, Canada. Our Ontario Corporation
Number is 1827852.

Our principal executive offices are located at 130 King St. West, Suite 3670,
Toronto Ontario, Canada, M5X 1A9. Our telephone number is (416) 214-5640. Our
fiscal year end is August 31.

On April 16, 2010, we entered into an option agreement to acquire a 100%
long-term lease interest in 189 unpatented mining claims situated in the Walker
Lane Structural Belt in Nye County, Nevada (the "Cap Gold Project"). The 189
claims making up the Cap Gold Project form a contiguous block of approximately
3,960 acres (1,602 hectares). We paid $125,000 to secure the option, giving us
the right to acquire a 100% long-term lease interest in the Cap Gold Project. To
exercise the option we must: (i) make ongoing yearly advance production royalty
cash payments during the term of the agreement of $125,000 in years two (2)
through five (5), $150,000 in years six (6) through twelve (12), $200,000 in
years 13 through 20 and $300,000 in years 21 through 30; (ii) incur expenditures
on exploration of the Cap Gold Project of not less than an aggregate of
$1,250,000 over five (5) years; and (iii) make production royalty payments from
production from the property after the advance production royalty cash payments
described above have been repaid to our company from production from the
property. At our company's election, the production royalty may be calculated
either on a sliding scale or on a fixed production royalty basis, and must range
from 1% to a maximum of 3%.

As a result of our acquisition of the option in respect of the Cap Gold Project,
we ceased to be a shell company. Our current operational focus is to conduct
exploration activities on the Cap Gold Project and to complete the terms of the
Cap Gold option agreement.

Since we are an exploration stage company, there is no assurance that a
commercially viable mineral reserve exists on any of our current or future
properties. To date, we do not know if an economically viable mineral reserve
exists on our property and there is no assurance that we will discover one. Even
if we do eventually discover a mineral reserve on our property, there can be no
assurance that we will be able to develop our property into a producing mine and
extract those resources. Both mineral exploration and development involve a high
degree of risk and few properties which are explored are ultimately developed
into producing mines.

THE OFFERING

The 5,550,000 shares of our common stock being registered by this Prospectus
represent approximately 8.67% of our issued and outstanding common stock as of
January 7, 2011.

Securities Offered: 5,550,000 shares of common stock offered by 6
selling security holders.

Initial Offering Price: The selling security holders will sell at
prevailing market prices or privately negotiated
prices.

Minimum Number of Securities
to be Sold in this Offering: None

Securities Issued and As of January 7, 2011 we had 64,000,000 issued
to be Issued: and outstanding shares of our common stock, and
5,400,000 outstanding and vested options with
each option to purchase one share of our common
stock at a price of $0.68 per share. Of the
outstanding options 400,000 are exercisable
until October 6, 2012, and 5,000,000 are
exercisable until October 6, 2015.

On December 17, 2010, we entered into a
convertible loan agreement with Monaco Capital
Inc., wherein Monaco Capital Inc. has agreed to
loan our company up to $5,000,000. The
convertible loan agreement replaced the original
agreement with Monaco Capital Inc., dated April
22, 2010 and provided that the principal of
$500,933 advanced under it, along with $20,664
in unpaid, accrued interest, to and including
December 17, 2010, be treated as if issued under
the terms of the new agreement. The loan is
unsecured and bears interest at the rate of 10%
per annum payable on the due date. The loan is
convertible into securities of the Company at a
conversion price calculated as the mean volume
weighted average price for the Company's common
stock during the ten (10) trading day period
ending on the latest complete trading day prior
to the conversion date. The principal amount of
the loan and accrued interest is due and payable
one year from the advancement date. We may at
any time during the term of the loan prepay any
sum up to the full amount of the loan and
accrued interest then outstanding for an
additional 10% of such amount.

We have no other issued and outstanding
convertible securities.

All of the common stock to be sold under this
Prospectus will be sold by existing
stockholders. Our common stock is quoted on the
OTC Bulletin Board under the symbol APGA. The
trading of securities on the OTC Bulletin Board
is often sporadic and investors may have
difficulty buying and selling or obtaining
market quotations, which may have a depressive
effect on the market price for our common stock.

Proceeds: We will not receive any proceeds from the sale
of our common stock by the selling security
holders.

FINANCIAL SUMMARY INFORMATION

All references to currency in this Prospectus are to U.S. Dollars, unless
otherwise noted. The following table sets forth selected financial information,
which should be read in conjunction with the information set forth in the
"Management's Discussion and Analysis of Financial Position and Results of
Operations" section and the accompanying financial statements and related notes
included elsewhere in this Prospectus.

INCOME STATEMENT DATA

From Inception
Year Ended Year Ended (July 20, 2006) to
August 31, August 31, August 31, August 31, August 31,
2010 2009 2008 2007 2010
---------- ---------- ---------- ---------- ----------

Revenues -- -- -- -- --
Operating Expenses 674,503 17,820 20,102 15,058 746,058
Other Expenses 14,789 -- -- -- 14,789
Net Loss 689,292 17,820 20,102 15,058 760,847
Net Loss Per Share 0.01 0.00 0.00 0.00 --

BALANCE SHEET DATA

August 31, August 31, August 31, August 31,
2010 2009 2008 2007
---------- ---------- ---------- ----------
($) ($) ($) ($)

Working Capital (Deficiency) (307,203) 8,445 26,265 46,367
Total Assets 221,258 9,095 28,241 56,367
Total Current Assets 72,869 9,095 28,241 56,367
Total Liabilities 380,072 650 1,976 10,000
Total Current Liabilities 380,072 650 1,976 10,000

RISK FACTORS

RISKS ASSOCIATED WITH MINING

OUR PROPERTY IS IN THE EXPLORATION STAGE. THERE IS NO ASSURANCE THAT WE CAN
ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON OUR PROPERTY IN COMMERCIALLY
EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY REVENUES FROM
OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS THAT WE EXPEND
ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A COMMERCIALLY
EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL.

Despite exploration work on our mineral property, we have not established that
it contains any mineral reserve, and there can be no assurance that we will be
able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its
Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part
of a mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on our property, there can
be no assurance that we will be able to develop our property into a producing
mine and extract those resources. Both mineral exploration and development
involve a high degree of risk and few properties which are explored are
ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a
number of factors including, by way of example, the size, grade and other
attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

MINERAL OPERATIONS ARE SUBJECT TO APPLICABLE LAW AND GOVERNMENT REGULATION. EVEN
IF WE DISCOVER A MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, THESE
LAWS AND REGULATIONS COULD RESTRICT OR PROHIBIT THE EXPLOITATION OF THAT MINERAL
RESOURCE. IF WE CANNOT EXPLOIT ANY MINERAL RESOURCE THAT WE MIGHT DISCOVER ON
OUR PROPERTY, OUR BUSINESS MAY FAIL.

Both mineral exploration and extraction require permits from various foreign,
federal, state, provincial and local governmental authorities and are governed
by laws and regulations, including those with respect to prospecting, mine
development, mineral production, transport, export, taxation, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. There can be no assurance that we
will be able to obtain or maintain any of the permits required for the continued
exploration of our mineral properties or for the construction and operation of a
mine on our properties at economically viable costs. If we cannot accomplish
these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that
currently apply to our activities but there can be no assurance that we can
continue to remain in compliance. Current laws and regulations could be amended
and we might not be able to comply with them, as amended. Further, there can be
no assurance that we will be able to obtain or maintain all permits necessary
for our future operations, or that we will be able to obtain them on reasonable

terms. To the extent such approvals are required and are not obtained, we may be
delayed or prohibited from proceeding with planned exploration or development of
our mineral properties.

IF WE ESTABLISH THE EXISTENCE OF A MINERAL RESOURCE ON OUR PROPERTY IN A
COMMERCIALLY EXPLOITABLE QUANTITY, WE WILL REQUIRE ADDITIONAL CAPITAL IN ORDER
TO DEVELOP THE PROPERTY INTO A PRODUCING MINE. IF WE CANNOT RAISE THIS
ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO EXPLOIT THE RESOURCE, AND OUR
BUSINESS COULD FAIL.

If we do discover mineral resources in commercially exploitable quantities on
our property, we will be required to expend substantial sums of money to
establish the extent of the resource, develop processes to extract it and
develop extraction and processing facilities and infrastructure. Although we may
derive substantial benefits from the discovery of a major deposit, there can be
no assurance that any discovered resource will be large enough to justify
commercial operations, nor can there be any assurance that we will be able to
raise the funds required for development on a timely basis. If we cannot raise
the necessary capital or complete the necessary facilities and infrastructure,
our business may fail.

MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS.
WE DO NOT CURRENTLY INSURE AGAINST THESE RISKS. IN THE EVENT OF A CAVE-IN OR
SIMILAR OCCURRENCE, OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN
ADVERSE IMPACT ON OUR COMPANY.

Mineral exploration, development and production involve many risks which even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Our operations will be subject to all the hazards and risks inherent
in the exploration for mineral resources and, if we discover a mineral resource
in commercially exploitable quantity, our operations could be subject to all of
the hazards and risks inherent in the development and production of resources,
including liability for pollution, cave-ins or similar hazards against which we
cannot insure or against which we may elect not to insure. Any such event could
result in work stoppages and damage to property, including damage to the
environment. We do not currently maintain any insurance coverage against these
operating hazards. The payment of any liabilities that arise from any such
occurrence would have a material adverse impact on our company.

MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS.

We expect to derive revenues, if any, either from the sale of our mineral
resource property or from the extraction and sale of ore. The price of those
commodities has fluctuated widely in recent years, and is affected by numerous
factors beyond our control, including international, economic and political
trends, expectations of inflation, currency exchange fluctuations, interest
rates, global or regional consumptive patterns, speculative activities and
increased production due to new extraction developments and improved extraction
and production methods. The effect of these factors on the price of base and
precious metals, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL
CONTINUE TO BE SUCCESSFUL IN ACQUIRING MINERAL CLAIMS. IF WE CANNOT CONTINUE TO
ACQUIRE PROPERTIES TO EXPLORE FOR MINERAL RESOURCES, WE MAY BE REQUIRED TO
REDUCE OR CEASE OPERATIONS.

The mineral exploration, development, and production industry is largely
un-integrated. We compete with other exploration companies looking for mineral
resource properties. While we compete with other exploration companies in the
effort to locate and acquire mineral resource properties, we will not compete
with them for the removal or sales of mineral products from our properties if we
should eventually discover the presence of them in quantities sufficient to make
production economically feasible. Readily available markets exist worldwide for
the sale of mineral products. Therefore, we will likely be able to sell any
mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many
companies possessing greater financial resources and technical facilities. This
competition could adversely affect our ability to acquire suitable prospects for
exploration in the future. Accordingly, there can be no assurance that we will
acquire any interest in additional mineral resource properties that might yield
reserves or result in commercial mining operations.

RISKS RELATED TO OUR COMPANY

THE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION
RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL
PROPERTIES AS A GOING CONCERN.

We have not generated any revenue from operations since our incorporation and we
anticipate that we will continue to incur operating expenses without revenues
unless and until we are able to identify a mineral resource in a commercially
exploitable quantity on our mineral property and we build and operate a mine. We
had cash in the amount of $2,146 as of August 31, 2010 and a working capital
deficit of $307,203. We have also incurred a net loss of $689,292 for the year
ended August 31, 2010 and $760,847 from our inception to August 31, 2010. We
estimate that our average monthly operating expenses will be approximately
$158,333, including exploration costs, management services and administrative
costs. Should the results of our planned exploration require us to increase our
current operating budget, we may have to raise additional funds to meet our
currently budgeted operating requirements for the next 12 months. As we cannot
assure a lender that we will be able to successfully explore and develop our
mineral property, we will probably find it difficult to raise debt financing
from traditional lending sources. We have traditionally raised our operating
capital from sales of equity securities, but there can be no assurance that we
will continue to be able to do so. If we cannot raise the money that we need to
continue exploration of our mineral property, we may be forced to delay, scale
back, or eliminate our exploration activities. If any of these were to occur,
there is a substantial risk that our business would fail.

These circumstances lead our independent registered public accounting firm, in
their report dated November 24, 2010, to comment about our company's ability to
continue as a going concern. Management plans to seek additional capital through
a private placement of its capital stock. These conditions raise substantial
doubt about our company's ability to continue as a going concern. Although there
are no assurances that management's plans will be realized, management believes
that our company will be able to continue operations in the future. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event our company
cannot continue in existence." We continue to experience net operating losses.

RISKS ASSOCIATED WITH OUR COMMON STOCK

TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR
STOCKHOLDERS TO RESELL THEIR SHARES.

Our common stock is quoted on the OTC Bulletin Board service of the Financial
Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board
is often thin and characterized by wide fluctuations in trading prices, due to
many factors that may have little to do with our operations or business
prospects. This volatility could depress the market price of our common stock
for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board
is not a stock exchange, and trading of securities on the OTC Bulletin Board is
often more sporadic than the trading of securities listed on a quotation system
like NASDAQ or a stock exchange like NYSE Amex. Accordingly, shareholders may
have difficulty reselling any of their shares.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission, the Financial Industry Regulatory Authority has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authority requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

OTHER RISKS

TRENDS, RISKS AND UNCERTAINTIES

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

USE OF PROCEEDS

We will not receive any proceeds from the resale of the securities offered
through this Prospectus by the selling security holders. The selling security
holders will receive all proceeds from this offering.

DETERMINATION OF OFFERING PRICE

The selling security holders may sell the 5,550,000 common shares being
registered in this prospectus at prevailing market prices or privately
negotiated prices. The number of common shares that may be actually sold by a
selling security holder will be determined at the discretion of that selling
security holder. The selling security holders are neither obligated to sell all
or any portion of the common shares offered, nor are they obligated to sell such
shares immediately under this Prospectus. The security holders may sell common
stock at any privately negotiated price which may be influenced by factors such
as a shareholder's own cash requirements, or objective criteria of value such as
the market value of our assets.

DILUTION

All of the 5,550,000 shares of our common stock to be sold by the selling
security holders are currently issued and outstanding, and will therefore not
cause dilution to any of our existing stockholders.

SELLING SECURITY HOLDERS

As of January 7, 2011 our Company has 150,000,000 common shares authorized with
a par value of $0.001 per share with 64,000,000 common shares outstanding.

We also have 5,400,000 vested options outstanding with each option to purchase
one share of our common stock at a purchase price of $0.68. Of the 5,400,000
options, 400,000 are exercisable until October 6, 2012 and 5,000,000 are
exercisable until October 6, 2015. On April 22, 2010, we entered into a
convertible loan agreement with Monaco Capital Inc., wherein Monaco Capital Inc.
has agreed to loan our company up to $500,000. The loan (and accrued interest)
is convertible in whole or in part into common shares of our Company at a
conversion price of $1.05 and will bear interest at 10% per annum. We have no
other authorized class of preferred stock or outstanding convertible securities.

The 6 selling security holders are offering for sale 5,550,000 shares of our
issued and outstanding common stock which they obtained through private
transactions or as part of our issuance of 24,000,000 shares of our common stock
at $0.0025 per share pursuant to an SB-2 prospectus offering. The issuance was
completed on December 20, 2006 for total proceeds of $60,000.

On March 17, 2010 we filed a Plan of Merger, Merger Agreement and Certificate of
Change with the Nevada Secretary of State to affect a forward stock split of our
common shares on a 2 new share for 1 old share basis. The change was approved by
FINRA effective April 12, 2010. As a result, our authorized capital increased
from 75,000,000 to 150,000,000 shares of common stock and our issued and
outstanding common stock increased from 32,000,000 shares to 64,000,000 shares,
all with a par value of $0.001.

All references in this Prospectus to the number of shares, price per share and
weighted average number of shares outstanding of common stock prior to this
stock split have been adjusted to reflect the stock split on a retroactive basis
unless otherwise noted.

The following table provides information as of January , 2011 regarding the
beneficial ownership of our common stock by each of the selling security
holders, including:

* the number of shares owned by each prior to this offering;

* the number of shares being offered by each;

* the number of shares that will be owned by each upon completion of the
offering, assuming that all the shares being offered are sold;

* the percentage of shares owned by each; and

* the identity of the beneficial holder of any entity that owns the
shares being offered.

Percentage
Maximum Owned upon
Shares Owned Numbers of Beneficial Completion
Name of Selling Prior to this Shares Being Ownership After of the
Security Holder Offering(1) Percent %(2) Offered Offering Offering(2)
--------------- ----------- ------------ ------- -------- -----------

Bill Iversen 100,000 (3) 100,000 0 0

Masters International Investments
Holdings Corp.(4) 1,000,000 1.56 500,000 500,000 (1)

Robert McAllister 100,000 (3) 100,000 0 0

Monaco Capital Inc.(5) 34,950,000 54.60 1,000,000 33,950,000 53.04

Ostras Group Ltd.(6) 1,000,000 1.56 1,000,000 0 0

Kristian Ross 2,850,000 4.45 2,850,000 0 0
---------- ----- ---------- ---------- -----

TOTAL 40,500,000 63.28 5,550,000 34,450,000 53.82
========== ===== ========== ========== =====

----------
(1) The number and percentage of shares beneficially owned is determined to the
best of our knowledge in accordance with the Rules of the SEC and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares
as to which the selling security holder has sole or shared voting or
investment power and also any shares which the selling security holder has
the right to acquire within 60 days of the date of this Prospectus.
(2) The percentages are based on 64,000,000 shares of our common stock issued
and outstanding and as at January, 2011.
(3) Less than 1%.
(4) Alexis Vergara has voting and dispositive control over securities held by
Masters International Investments Holdings Corp.
(5) K. Kaffa has voting and dispositive control over securities held by Monaco
Capital Inc.
(6) Erwin Speckert has voting and dispositive control over securities held by
Ostras Group Ltd.

Except as otherwise noted in the above list, the named party beneficially owns
and has sole voting and investment power over all the shares or rights to the
shares. The numbers in this table assume that none of the selling security
holders will sell shares not being offered in this Prospectus or will purchase
additional shares, and assumes that all the shares being registered will be
sold.

Other than as described above, none of the selling security holders or their
beneficial owners has had a material relationship with us other than as a
security holder at any time within the past three years, or has ever been one of
our officers or directors or an officer or director of our predecessors or
affiliates.

None of the selling security holders are broker-dealers or affiliates of a
broker-dealer.

PLAN OF DISTRIBUTION

We are registering 5,550,000 shares of our common stock on behalf of the selling
security holders. The selling security holders may sell the 5,550,000 shares of
our common stock at prevailing market prices or privately negotiated prices.

Our common stock is quoted on the OTC Bulletin Board under the symbol APGA.
Trading in stocks quoted on the OTC Bulletin Board is often thin and is
characterized by wide fluctuations in trading prices due to many factors that
may have little to do with a company's operations or business prospects.

OTC Bulletin Board should not be confused with the NASDAQ market. OTC Bulletin
Board companies are subject to far less restrictions and regulations than
companies whose securities are traded on the NASDAQ market. Moreover, the OTC
Bulletin Board is not a stock exchange, and the trading of securities on the OTC
Bulletin Board is often more sporadic than the trading of securities listed on a
quotation system like the NASDAQ Small Cap or a stock exchange. In the absence
of an active trading market investors may have difficulty buying and selling or
obtaining market quotations for our common stock and its market visibility may
be limited, which may have a negative effect on the market price of our common
stock.

There is no assurance that our common stock will remain quoted on the OTC
Bulletin Board. Although we currently meet the existing requirements to for
quotation on the OTC Bulletin Board, we cannot assure you that we will continue
to meet these requirements.

The selling security holders may sell some or all of their shares of our common
stock in one or more transactions, including block transactions:

* on such public markets as the securities may be trading;

* in privately negotiated transactions; or

* in any combination of these methods of distribution.

The selling security holders may offer our common stock to the public:

* at the market price prevailing at the time of sale as quoted on the
OTC Bulletin Board;

* at a price related to such prevailing market price as quoted on the
OTC Bulletin Board; or

* at such other price as the selling security holders determine.

We are bearing all costs relating to the registration of our common stock. The
selling security holders, however, will pay any commissions or other fees
payable to brokers or dealers in connection with any sale of the shares of our
common stock.

The selling security holders must comply with the requirements of the Securities
Act and the Exchange Act in the offer and sale of our common stock. In
particular, during such times as the selling security holders may be deemed to

be engaged in a distribution of any securities, and therefore be considered to
be an underwriter, they must comply with applicable laws and may, among other
things:

* furnish each broker or dealer through which our common stock may be
offered such copies of this Prospectus, as amended from time to time,
as may be required by such broker or dealer;

* not engage in any stabilization activities in connection with our
securities; and

* not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Exchange Act.

The selling security holders and any underwriters, dealers or agents that
participate in the distribution of our common stock may be deemed to be
underwriters, and any commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. Our common stock may be sold from time to
time by the selling security holders in one or more transactions at a fixed
offering price, which may be changed, at varying prices determined at the time
of sale or at negotiated prices if our common stock becomes quoted on the OTC
Bulletin Board and a market for the stock develops. We may indemnify any
underwriter against specific civil liabilities, including liabilities under the
Securities Act.

The selling security holders and any broker-dealers acting in connection with
the sale of the common stock offered under this Prospectus may be deemed to be
underwriters within the meaning of section 2(11) of the Securities Act, and any
commissions received by them and any profit realized by them on the resale of
shares as principals may be deemed underwriting compensation under the
Securities Act. Neither we nor the selling security holders can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling security holders and any other security holder, broker,
dealer, underwriter or agent relating to the sale or distribution of our common
stock. Because the selling security holders may be deemed to be "underwriters"
within the meaning of section 2(11) of the Securities Act, the selling security
holders will be subject to the prospectus delivery requirements of the
Securities Act. Each selling security holder has advised us that they have not
yet entered into any agreements, understandings, or arrangements with any
underwriters or broker-dealers regarding the sale of their shares. We may
indemnify any underwriter against specific civil liabilities, including
liabilities under the Securities Act.

REGULATION M

During such time as the selling security holders may be engaged in a
distribution of any of the securities being registered by this Prospectus, the
selling security holders are required to comply with Regulation M under the
Exchange Act. In general, Regulation M precludes any selling security holder,
any affiliated purchaser and any broker-dealer or other person who participates
in a distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase, any security that is the subject of the
distribution until the entire distribution is complete.

Regulation M defines a "distribution" as an offering of securities that is
distinguished from ordinary trading activities by the magnitude of the offering
and the presence of special selling efforts and selling methods. Regulation M
also defines a "distribution participant" as an underwriter, prospective
underwriter, broker, dealer, or other person who has agreed to participate or
who is participating in a distribution.

Regulation M prohibits, with certain exceptions, participants in a distribution
from bidding for or purchasing, for an account in which the participant has a
beneficial interest, any of the securities that are the subject of the
distribution. Regulation M also governs bids and purchases made in order to

stabilize the price of a security in connection with a distribution of the
security. We have informed the selling security holders that the
anti-manipulation provisions of Regulation M may apply to the sales of their
shares offered by this Prospectus, and we have also advised the selling security
holders of the requirements for delivery of this Prospectus in connection with
any sales of the shares offered by this Prospectus.

With regard to short sales, the selling security holders cannot cover their
short sales with securities from this offering. In addition, if a short sale is
deemed to be a stabilizing activity, then the selling security holders will not
be permitted to engage in such an activity. All of these limitations may affect
the marketability of our common stock.

PENNY STOCK RULES

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document prepared by the SEC which:

* contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;

* contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to violations of such duties or other requirements of federal
securities laws;

* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance
of the spread between the bid and ask prices;

* contains the toll-free telephone number for inquiries on disciplinary
actions;

* defines significant terms in the disclosure document or in the conduct
of trading in penny stocks; and

* contains such other information, and is in such form (including
language, type size, and format) as the SEC shall require by rule or
regulation.

Prior to effecting any transaction in a penny stock, a broker-dealer must also
provide a customer with:

* the bid and ask prices for the penny stock;

* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock;

* the amount and a description of any compensation that the
broker-dealer and its associated salesperson will receive in
connection with the transaction; and

* a monthly account statement indicating the market value of each penny
stock held in the customer's account.

In addition, the penny stock rules require that prior to effecting any
transaction in a penny stock not otherwise exempt from those rules, a
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive (i) the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, (ii) a written
agreement to transactions involving penny stocks, and (iii) a signed and dated
copy of a written suitability statement. These disclosure requirements may have
the effect of reducing the trading activity in the secondary market for our
securities, and therefore our stockholders may have difficulty selling their
shares.

BLUE SKY RESTRICTIONS ON RESALE

When a selling security holder wants to sell shares of our common stock under
this Prospectus in the United States, the selling security holder will need to
comply with state securities laws, also known as "blue sky laws," with regard to
secondary sales. All states offer a variety of exemptions from registration of
secondary sales. Many states, for example, have an exemption for secondary
trading of securities registered under section 12(g) of the Exchange Act or for
securities of issuers that publish continuous disclosure of financial and
non-financial information in a recognized securities manual, such as Standard &
Poor's. The broker for a selling security holder will be able to advise the
stockholder as to which states have an exemption for secondary sales of our
common stock.

Any person who purchases shares of our common stock from a selling security
holder pursuant to this Prospectus, and who subsequently wants to resell such
shares will also have to comply with blue sky laws regarding secondary sales.

When this Registration Statement becomes effective, and a selling security
holder indicates in which state(s) he desires to sell his shares, we will be
able to identify whether he will need to register or may rely on an exemption
from registration.

DESCRIPTION OF SECURITIES TO BE REGISTERED

GENERAL

Our authorized capital stock consists of 150,000,000 shares of common stock at a
par value of $0.001 per share.

COMMON STOCK

As of January 4, 2011 there were 64,000,000 issued and outstanding shares of our
common held by 37 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having

preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.

PREFERRED STOCK

We do not have an authorized class of preferred stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

OPTIONS

On April 14, 2010, we entered into a consulting agreement with Wayne Parsons
whereby Mr. Parsons agreed to provide our company with various consulting
services as the president, chief executive officer, chief financial officer,
secretary and treasurer. In consideration of his services, we agreed to provide
Mr. Parsons with a monthly payment of CDN$1,500 and a one-time grant of
1,000,000 non-transferable options with each option to acquire one (1) share of
our common stock at a purchase price of US$1.00 per share, exercisable for five
(5) years. The aforementioned 1,000,000 options were issued on April 14, 2010
but were subsequently cancelled on November 18, 2010 in consideration of the
issuance to Mr. Parsons of 1,000,000 options under our 2010 Stock Plan as part
of the below described issuance.

On October 6, 2010, we granted an aggregate of 5,400,000 stock options to ten
individuals, including directors, officers, consultants and employees, pursuant
to our 2010 Stock Plan, at an exercise price of $0.68 per share. Of the
5,400,000 stock options, 400,000 options are exercisable until October 5, 2012
and 5,000,000 options are exercisable until October 6, 2015. We issued the stock
options to seven (7) non-U.S. persons (as that term is defined in Regulation S
of the Securities Act of 1933), in an offshore transaction relying on Regulation
S and/or Section 4(2) of the Securities Act of 1933 and to three (3) U.S.
persons (as that term is defined in Regulation S of the Securities Act of 1933)
relying upon Rule 506 of Regulation D of the Securities Act of 1933.

Except for the above described 5,400,000 options, we have not issued any options
to purchase shares of our common stock.

CONVERTIBLE SECURITIES

On April 22, 2010, we entered into a convertible loan agreement with Monaco
Capital Inc., wherein Monaco Capital Inc. has agreed to loan our company up to
$500,000. The loan (and accrued interest) is convertible in whole or in part
into common shares of our company at a conversion price of $1.05 and will bear
interest at 10% per annum. The principal amount of the loan and accrued interest
is due and payable one year from the advancement date. We may at any time during
the term of the loan prepay any sum up to the full amount of the loan and
accrued interest then outstanding for an additional 10% of such amount.

At August 31, 2010, Monaco Capital Inc has advanced $250,933. The balance sheet
at August 31, 2010 records the loan value at $240,142 due to the unamortized
beneficial conversion feature of $10,791.

On September 7, 2010, October 13, 2010 and December 6, 2010 Monaco Capital Inc.
advanced $100,000, $50,000 and $100,000 respectively.

On December 17, 2010, we entered into a convertible loan agreement with Monaco
Capital Inc., wherein Monaco Capital Inc. has agreed to loan our company up to
$5,000,000. The convertible loan agreement replaced the original agreement with
Monaco Capital Inc., dated April 22, 2010 and provided that the principal of
$500,933 advanced under it, along with $20,664 in unpaid, accrued interest, to
and including December 17, 2010, be treated as if issued under the terms of the
new agreement. The loan is unsecured and bears interest at the rate of 10% per
annum payable on the due date. The loan is convertible into securities of the
Company at a conversion price calculated as the mean volume weighted average
price for the Company's common stock during the ten (10) trading day period
ending on the latest complete trading day prior to the conversion date. The
principal amount of the loan and accrued interest is due and payable one year
from the advancement date. We may at any time during the term of the loan prepay
any sum up to the full amount of the loan and accrued interest then outstanding
for an additional 10% of such amount.

On December 29, 2010 Monaco Capital Inc. advanced $100,000. The total advanced
under the convertible loan agreement is $621,596.

Other than the rights conferred upon Monaco Capital Inc. pursuant to the above
described convertible loan agreement, we have not issued any securities
convertible into shares of our common stock or granted any rights convertible or
exchangeable into shares of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified
any part thereof or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of our common stock was employed on a contingency basis or had or is
to receive, in connection with the offering, a substantial interest, directly or
indirectly, in us. Additionally, no such expert or counsel was connected with us
as a promoter, managing or principal underwriter, voting trustee, director,
officer or employee.

EXPERTS

Our audited financial statements for the 12 month periods ended August 31, 2010
and August 31, 2009 have been included in this Prospectus in reliance upon De
Joya Griffith & Company, LLC, an independent registered public accounting firm,
as experts in accounting and auditing.

DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements. To the extent that any
statements made in this report contain information that is not historical, these
statements are essentially forward-looking. Forward-looking statements can be
identified by the use of words such as "expects", "plans", "will", "may",
"anticipates", "believes", "should", "intends", "estimates" and other words of
similar meaning. These statements are subject to risks and uncertainties that
cannot be predicted or quantified and, consequently, actual results may differ
materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, without limitation, our ability to raise
additional capital to finance our activities; the effectiveness, profitability
and marketability of our products; legal and regulatory risks associated with
the share exchange; the future trading of our common stock; our ability to
operate as a public company; our ability to protect our intellectual property;
general economic and business conditions; the volatility of our operating

results and financial condition; our ability to attract or retain qualified
personnel; and other risks detailed from time to time in our filings with the
SEC, or otherwise.

GENERAL OVERVIEW

We were incorporated under the laws of the State of Nevada on July 20, 2006
under the name "Zebra Resources Incorporated"(aka "Zebra Resources Inc."). At
inception, we were an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. On July 26, 2006, we entered
into a mineral property option agreement to earn an interest in a mineral claim
known as the Astro 2006 claim. Based on the information available to us, we
determined that the Astro 2006 claim did not, in all likelihood, contain a
commercially viable mineral deposit, and we therefore abandoned any further
exploration on the property.

As a result, we investigated several other business opportunities to enhance
shareholder value.

On September 12, 2008, Karl Kottmeier resigned as our President, Chief Executive
Officer, Treasurer, and Chief Financial Officer. As a result, on September 12,
2008, we appointed Dan Gravelle as our President, Chief Executive Officer,
Treasurer, and Chief Financial Officer. Additionally, Mr. Gravelle was appointed
as a director of our company.

On December 1, 2008, Karl Kottmeier resigned as a director of our company.

On November 30, 2009, we appointed Mr. Peter Jenks as a member of our board of
directors.

On February 26, 2010, Monaco Capital Inc. acquired a controlling interest in our
company by purchasing 20,000,000 shares of our common stock in a private
transaction.

Effective March 17, 2010, we effected a one (1) old for two (2) new forward
stock split of our issued and outstanding common stock. As a result, our
authorized capital increased from 75,000,000 to 150,000,000 shares of common
stock and our issued and outstanding increased from 32,000,000 shares of common
stock to 64,000,000 shares of common stock, all with a par value of $0.001.

Also effective March 17, 2010, we changed our name from "Zebra Resources
Incorporated" to "American Paramount Gold Corp.", by way of a merger with our
wholly owned subsidiary American Paramount Gold Corp., which was formed solely
for the change of name.

The name change and forward stock split became effective with the
Over-the-Counter Bulletin Board at the opening for trading on April 12, 2010
under the new stock symbol "APGA". Our new CUSIP number is 02882T 105.

Effective April 14, 2010, we appointed Wayne Parsons as a member of our board of
directors and as our President, Chief Executive Officer, Treasurer, Secretary
and Chief Financial Officer. Also effective April 14, 2010, Dan Gravelle
resigned as our President, Chief Executive Officer, Treasurer, Secretary and
Chief Financial Officer.

On April 16, 2010, we entered into an option agreement to acquire a 100%
long-term lease interest in 189 unpatented mining claims situated in the Walker
Lane Structural Belt in Nye County, Nevada (the "Cap Gold Project"). The 189
claims making up the Cap Gold Project form a contiguous block of approximately
3,960 acres (1,602 hectares). We paid $125,000 to secure the option, giving us
the right acquire a 100% long-term lease interest in the Cap Gold Project. To
exercise the option we must: (i) make ongoing yearly advance production royalty
cash payments during the term of the agreement of $125,000 in years two (2)
through five (5), $150,000 in years six (6) through twelve (12), $200,000 in
years 13 through 20 and $300,000 in years 21 through 30; (ii) incur expenditures
on exploration of the Cap Gold Project of not less than an aggregate of
$1,250,000 over five (5) years; and (iii) make production royalty payments from

production from the property after the advance production royalty cash payments
described above have been repaid to our company from production from the
property. At our company's election, the production royalty may be calculated
either on a sliding scale or on a fixed production royalty basis, and must range
from 1% to a maximum of 3%.

On April 14, 2010, we entered into a consulting agreement with Wayne Parsons
whereby Mr. Parsons agreed to provide our company with various consulting
services as the president, chief executive officer, chief financial officer,
secretary and treasurer. In consideration of his services, we agreed to provide
Mr. Parsons with a monthly payment of CDN$1,500 and a one-time grant of
1,000,000 non-transferable options with each option to acquire one share of our
common stock at a purchase price of US$1.00 per share, exercisable for five (5)
years The aforementioned 1,000,000 options were issued on April 14, 2010 but
were subsequently cancelled on November 18, 2010 in consideration of the
issuance to Mr. Parsons of 1,000,000 options under our 2010 Stock Plan on
October 6, 2010. Those options are exercisable at a price of $0.68 per share
until October 6, 2015. The consulting agreement with Mr. Parsons was terminated
upon his resignation as president and chief executive officer on September 29,
2010. No further compensation is payable under the agreement.

Effective April 27, 2010, we appointed John Goodwin as a member of our board of
directors.

On July 30, 2010, our directors approved the adoption of the 2010 Stock Option
Plan which permits our Company to issue up to 6,500,000 shares of our common
stock to directors, officers, employees and consultants of our company upon the
exercise of stock options granted under the 2010 Plan.

On July 19, 2010, we increased the numbers of directors on our board of
directors from three to four and appointed John Trevor Eyton to fill the ensuing
vacancy.

On July 28, 2010, we obtained an extra-provincial license to carry on business
in the Province of Ontario, Canada. Our Ontario Corporation Number is 1827852.

On August 30, 2010, Wayne Parsons resigned as our secretary and treasurer. On
September 29, 2010. Mr. Parsons resigned as our president, chief financial
officer and chief executive. His resignation was not the result of any
disagreement regarding our operations, policies, practices or other
disagreements, and he will remain as a member of our board of directors.

On September 27, 2010, Peter Jenks and John Goodwin each resigned as members of
our board of directors. Mr. Jenks' and Mr. Goodwin's resignations were not the
result of any disagreements regarding our operations, policies, practices or
other disagreements.

To fill the vacancies created by the resignations of Mr. Parsons, Mr. Jenks and
Mr. Goodwin, our Company appointed the following individuals:

* Hugh Aird as a member of our board of directors, effective August 30,
2010;

* Hugh Aird as our president and chief executive, effective September
29, 2010;

* Ann Dumyn as our secretary and treasurer, effective August 30, 2010;

* Ann Dumyn as our chief financial officer, effective September 29,
2010;

* Dr. H. Neville Rhoden as a member of our board of directors, effective
August 30, 2010; and

* Leland Verner as a member of our board of directors, effective August
30, 2010.

On October 6, 2010, we granted an aggregate of 5,400,000 stock options to ten
individuals, including directors, officers, consultants and employees, pursuant
to our 2010 Stock Plan, at an exercise price of $0.68 per share. Of the
5,400,000 stock options, 400,000 options are exercisable until October 6, 2012
and 5,000,000 options are exercisable until October 6, 2015. All the stock
options vested upon issuance. We issued the stock options to seven (7) non-U.S.
persons (as that term is defined in Regulation S of the Securities Act of 1933),
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933 and to three (3) U.S. persons (as that term is defined in
Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation
D of the Securities Act of 1933.

On November 9, 2010, we announced by press release our entry into a non-binding
letter of intent with Lonsdale Acquisition Corporation to acquire the Kisita
Gold Mine Property, an operational gold property four hours northwest of the
capital city of Kampala, Uganda. The acquisition was subject to further
negotiation and due diligence of the project satisfactory to us. On December 9,
2010 the Company, having performed the due diligence required to acquire the
Kisita Gold Mine Property, advised Lonsdale Acquisition Corporation that it
declined to proceed with the purchase agreement under its current terms and
conditions. Discussions with Lonsdale Acquisition Corporation are ongoing.

On December 16, 2010, Leland Verner resigned as a member of our board of
directors. Mr. Verner's resignation was not the result of any disagreements
regarding our operations, policies, practices or other disagreements.

Our board of directors now consists of 4 directors including J. Trevor Eyton,
Wayne Parsons, Hugh Aird, and Dr. H. Neville Rhoden.

BUSINESS SUBSEQUENT TO THE ACQUISITION OF THE CAP GOLD PROPERTY OPTION

We are an exploration stage mining company engaged in the identification,
acquisition, and exploration of metals and minerals with a focus on gold
mineralization on our property located in Nevada. We intend to conduct
exploration and development programs on our recently optioned property.

Since we are an exploration stage company, there is no assurance that a
commercially viable mineral reserve exists on any of our current or future
properties, To date, we do not know if an economically viable mineral reserve
exists on our property and there is no assurance that we will discover one. Even
if we do eventually discover a mineral reserve on our property, there can be no
assurance that we will be able to develop our property into a producing mine and
extract those resources. Both mineral exploration and development involve a high
degree of risk and few properties which are explored are ultimately developed
into producing mines.

Our current operational focus is to conduct exploration activities on the Cap
Gold Project and to complete the terms of the Cap Gold option agreement. For a
description of our Cap Gold Project please see the section entitled "Properties"
beginning on page 25.

COMPETITION

We are a mineral resource exploration company. We compete with other mineral
resource exploration companies for financing and for the acquisition of new
mineral properties. Many of the mineral resource exploration companies with whom
we compete have greater financial and technical resources than those available
to us. Accordingly, these competitors may be able to spend greater amounts on
acquisitions of mineral properties of merit, on exploration of their mineral
properties and on development of their mineral properties. In addition, they may
be able to afford more geological expertise in the targeting and exploration of
mineral properties. This competition could result in competitors having mineral
properties of greater quality and interest to prospective investors who may
finance additional exploration. This competition could adversely impact on our
ability to finance further exploration and to achieve the financing necessary
for us to develop our mineral properties.

COMPLIANCE WITH GOVERNMENT REGULATION

We are committed to complying with and are, to our knowledge, in compliance
with, all governmental and environmental regulations applicable to our company
and our properties. Permits from a variety of regulatory authorities are
required for many aspects of mine operation and reclamation. We cannot predict
the extent to which these requirements will affect our company or our properties
if we identify the existence of minerals in commercially exploitable quantities.
In addition, future legislation and regulation could cause additional expense,
capital expenditure, restrictions and delays in the exploration of our
properties.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research and development expenditures over the past two
fiscal years.

EMPLOYEES

Currently, we do not have any employees. Additionally, we have not entered into
any consulting or employment agreements with our president, chief executive
officer, treasurer, secretary or chief financial officer. Our directors,
executive officers and certain contracted individuals play an important role in
the running of our company. We do not expect any material changes in the number
of employees over the next 12 month period. We do and will continue to outsource
contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate
affairs or to perform specific tasks in connection with our exploration
programs.

SUBSIDIARIES

We do not have any subsidiaries.

INTELLECTUAL PROPERTY

We own all copyright in and to the contents of our website,
www.americanparamountgold.com. We do not own, either legally or beneficially,
any patent or trademark.

DESCRIPTION OF PROPERTY

EXECUTIVE OFFICES

As of the date of this Prospectus, our executive, administrative, and operating
offices are located at 130 King St. West, Suite 3670, Toronto ON M5X 1A9. We
believe these facilities are adequate for our current needs. The offices are
currently provided to us free of charge on an interim basis by American Lithium
Minerals, Inc. Our President, CEO and director, Hugh Aird is chairman of the
board and former president of American Lithium Minerals, Inc. and our director
J. Trevor Eyton is a former director of American Lithium Minerals, Inc.

MINERAL PROPERTIES

THE CAP GOLD PROJECT

LOCATION AND ACCESS

The Cap Gold Project consists of the CAP (14 claims), KAP (2 claims), and the
CAPX (173 claims) unpatented mining claims forming a contiguous block of
approximately 3,960 acres (1,602 hectares). The claims are located in sections
25, 26, 27, 34, 35, and 36, Township 1 South, Range 51 East, and MDB&M, in Nye
County, Nevada. The geographic coordinates are 37(degree)49' North Latitude,
116(degree)15' West Longitude. The property is in the Reveille Valley on the
pediment east of the Kawich Range on lands administered by the U.S. Department
of the Interior, Bureau of Land Management ("BLM"), Tonopah District.

Access to the center of the property is by paved, gravel, and dirt roads. Follow
U.S. Highway 6 easterly from Tonopah for 50 miles (80 km) to a junction with
U.S. Highway 375 at Warm Springs. From Warm Springs turn right (southerly) on
Highway 375 for 0.5 mile (0.8 km), thence turn right onto a graded gravel county
road which trends southerly along the southern part of Reveille Valley for 27
miles (43.5 km). Turn right (westerly) 0.25 miles (0.4 km) south of Willow Witch
Well and continue for 3 miles (4.8 km) on a dirt road into the center of the
claim block. From Rachel, Nevada, follow Nevada State Highway 375 for
approximately 15 miles (24.1 km) northwesterly to the eastern edge of Railroad
Valley, turn left and go westerly on a paved road approximately 10 miles (6.2
km). Turn right onto a graded gravel county road that trends northerly up the
Reveille Valley and go approximately 9 miles (14.5 km). Turn left on the dirt
road 0.25 miles (0.4 km) south of the Willow Witch Well and proceed 3 miles (4.8
km) to the claim block. 4- Wheel drive vehicles or ATVs can access most areas of
the property.

OPTION AGREEMENT

Our company has an option to earn an interest in the Cap Gold Project through an
agreement entered into between our company and Royce L. Hackworth and Belva
L.Tomany. In order to complete the transactions contemplated by the agreement,
we paid $25,000 upon the closing of the agreement and an additional $100,000
upon satisfaction of our due diligence. The agreement gives our company the
option to acquire a 100% long-term lease interest in the Cap Gold Project by (i)
making ongoing yearly advance production royalty cash payments during the term
of the agreement of $125,000 in years two (2) through five (5), $150,000 in
years six (6) through twelve (12), $200,000 in years 13 through 20 and $300,000
in years 21 through 30; (ii) incurring expenditures on exploration of the Cap
Gold Project of not less than an aggregate of $1,250,000 over five (5) years;
and (iii) making production royalty payments from production from the property
after the advance production royalty cash payments described above have been
repaid to our company from production from the property. The production royalty
is based on, at our company's election, a sliding scale or fixed production
royalty basis, which in either case ranges from 1% to a maximum of 3%.

HISTORY

Ownership of the property is not known prior to 1987 when Production Exploration
Resources staked 14 CAP claims over several outcrops containing elevated amounts
of mercury and antimony. From 1990 to August 1992 Pegasus Gold Corporation held
the property under option. Subsequently Kennecott Exploration optioned the
property in the period of 1994-1996. Redhawk Resources Inc. leased the property
starting October 3, 2003.

Four small prospect pits, dug by unknown persons, had explored outcroppings
prior to the staking of the CAP claims in 1987. During 1988, Production
Exploration Resources drilled 5 reverse circulation (RC) holes (T-88-1 to
T-88-5), totaling 1845 feet (557 meters) on mercury-antimony anomalies.

Pegasus Gold Corporation completed soil geochemistry and drilled 29 reverse
circulation holes (C1-29) for a total of 12,855 feet (3918 meters). A 5-foot
interval (1.5 meters) of 24.4 ppm Au (0.712 oz Au/ton) was intersected in hole
C-6 and a 5-foot interval (1.5 meters) of 11.0 ppm (0.321 oz Au/ton) in hole
C-8. Otherwise only low gold values were obtained. Drill logs and assay sheets
are incomplete, and chips for C1 through C5 were not available. After the
drilling was completed, Pegasus Gold Corporation performed an induced
polarization and resistivity survey over the central part of the target area. A
magnetic survey, also perhaps done after the drilling, suggests magnetic low
patterns near and parallel to the high resistivity trends.

In 1993, Production Exploration Resources drilled an additional 8 reverse
circulation holes (T-93-6 to T-93-13) totaling 6270 feet (1912 meters).
Significant intersections were cut in holes T-93-8, 6.2 ppm Au (0.181 oz Au/ton)
across 10 feet (3 meters), and in hole T-93-9, 6.5 ppm Au (0.190 oz Au/ton)
across 5 feet (1.5 meters).

In 1994-1996, Kennecott drilled 11 reverse circulation holes (CG-1 to CG-11) for
a total of 7905 feet (2411 meters). No high-grade intersections were obtained,
although hole CG-1 intercepted long intervals of low-grade gold and silver,
similar to those found in the Cap Structure, enclosing six separate 5 foot
intervals of >0.4 g/t gold. A soil geochemical survey was also completed.

In 1996 Newmont Exploration carried out a limited gravity survey over the
central portion of the property.

Production Exploration Resources drilled a further 5 reverse circulation holes
(T-00-14 to T-00-18) in 2000 totaling 6470 feet (1972 meters). Intersections
were cut in hole T-00-15 of 15.4 ppm Au (0.449 oz Au/ton) across 5.0 feet (1.5
meters) and in hole T-00-18 of 31.0 ppm Au (0.904 oz Au/ton) across 5.0 feet
(1.5 meters).

In total 35,345 feet (10,773 meters) of reverse circulation drilling in 58 holes
has been completed since 1988.

In 2004 Redhawk Resources Inc. commissioned a gradient array resistivity (GAR)
survey to cover approximately one square mile centered on the CAP Zone and the
area of high gold and silver values encountered in RC drilling. Spontaneous
Potential Gradient (SPG) readings were also recorded during the GAR survey. Also
in June-July 2004, Redhawk drilled five angle, large diameter (HQ 2.5 inch
core), core holes across the CAP Zone in the area of the RC drilling with high
precious metal values. The core drill holes were designed to test below and/or
laterally from the previous RC drilling. Drilling in the five core holes totaled
5,645 feet (1,720 meters) along approximately 1200 feet (365 meters) strike
length of the CAP Zone.

There is no known mineral resource or mineral reserve estimates and there is no
known mineral production from the property.

PROPOSED PROGRAM OF EXPLORATION

The ongoing exploration program will encompass expanded and detailed geology,
identify alteration envelopes, expand the gravity, GAR and SPG geophysical
surveys to delineate potential targets within the structure to be tested
initially by RC with follow-up core drilling, and to delineate potential
precious metals targets within other parallel structures identified by the
geophysical studies.

Five core drill holes have intersected the Cap Zone based on results of the
exploratory RC drilling and geophysical surveys which has confirmed and enhanced
the interpretation of the deposit by previous operators. To further delineate
the structure and mineralization distribution, large diameter core drilling
program would provide more information on the configuration and mineralization
of the vein systems.

The knowledge gained from the Cap Zone will be applied to other potential
clusters of epithermal deposits in this structural belt covered by our company's
land position.

There is no known mineral resource or mineral reserve estimates and there is no
known mineral production from the property.

ROCK FORMATIONS AND MINERALIZATION

The Cap Gold Project is situated in the Toiyabe-Kawich Structural Zone of the
Walker Lane Structural Belt. The Walker Lane is a terrain dominated by a series
of parallel to sub-parallel, northwest trending, right lateral transcurrent
faults that cross central and western Nevada. This belt hosts numerous precious
metal districts and deposits; including Bullfrog, Goldfield, Tonopah, and
Comstock Districts, and the Midway, Paradise Peak, and Rawhide deposits.
Estimated production from the volcanic-hosted epithermal gold and silver
deposits within this belt has exceeded 40 million ounces of gold and 540 million
ounces of silver.

Mining Districts along the approximately 10 miles wide by 50 miles long
Toiyabe-Kawich Structural Zone include (from north to south): Paradise Peak,
Fairplay, Athens, Bell, Republic, Cloverdale, San Antonio, Baxter-Willow
Springs, Midway, Hannapah, Ellendale, Golden Arrow, Silver Bow, and Eden Creek.
The tertiary volcanic-hosted epithermal Cap Gold Project is on the southern
projection of this Zone approximately 12 miles southeast of the Eden District.

The host rocks are rhyolite to rhyo-dacite to dacite in composition and of
mid-Tertiary age. Precious metal values are hosted in silicified zones,
stockworks, veins, and breccias developed along WNW, ENE, and E-W structures.
Mineralized zones are enveloped by successive argillic and propylitic alteration
haloes.

In 2004 a five hole core drill hole drill program was undertaken by Redhawk
Resources Inc. at Cap Gold. This program confirmed the presence of high gold
grades (15.5 g/t gold over 4 feet in hole AC-2), and confirmed the presence of
long intervals of low grade gold mineralization intersected in earlier RC
drilling programs and increased the knowledge of the aurific epithermal system
at Cap Gold. This program also confirmed the presence of a large,
multi-episodic, precious metal bearing hydrothermal system. In addition strong
argillic and strong silicification zones encountered in drilling appears to
correspond well with the low and high resistivity trends, respectively,
interpreted from the GAR/SPG survey.

There is no known mineral resource or mineral reserve estimates and there is no
known mineral production from the property.

LEGAL PROCEEDINGS

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

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common shares are quoted on the Over-the-Counter (OTC) Bulletin Board under
the symbol "APGA." The following quotations, obtained from Yahoo Finance,
reflect the high and low bids for our common shares based on inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

The high and low bid prices of our common stock for the periods indicated below
are as follows:

National Association of Securities Dealers OTC Bulletin Board(1)

Quarter Ended High Low
------------- ---- ---

November 30, 2010 $0.89 $0.30
August 31, 2010 $1.18 $0.58
May 31, 2010(3) $1.20 $1.01
February 28, 2010 $ N/A(2) $ N/A(2)
November 30, 2009 $ N/A(2) $ N/A(2)
August 31, 2009 $ N/A(2) $ N/A(2)
May 31, 2009 $ N/A(2) $ N/A(2)
February 28, 2009 $ N/A(2) $ N/A(2)
November 30, 2008 $ N/A(2) $ N/A(2)
August 31, 2008 $ N/A(2) $ N/A(2)
May 31, 2008 $ N/A(2) $ N/A(2)
February 28, 2008 $ N/A(2) $ N/A(2)

----------
(1) Over-the-counter market quotations reflect inter-dealer prices without
retail mark-up, mark-down or commission, and may not represent actual
transactions.
(2) No trades occurred during this period.
(3) The first trade in our stock did not occur until March 4, 2010.

HOLDERS

Our common shares are issued in registered form. Nevada Agency and Transfer
Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone: (775)
322-0626; Facsimile: (775) 322-5623) is the registrar and transfer agent for our
common shares.

On January 4, 2011, our shareholders' list showed 37 registered shareholders and
64,000,000 common shares outstanding.

DIVIDENDS

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

EQUITY COMPENSATION PLANS

FINANCIAL STATEMENTS

Our audited financial statements for the twelve months periods ended August 31,
2010 and August 31, 2009 are included in this prospectus. Our financial
statements are prepared in accordance with United States generally accepted
accounting principles and are stated in United States Dollars (US$). The
financial statements appear beginning on page F-1.

Audited Financial Statements for the Years Ended August 31, 2010 and 2009

American Paramount Gold Corp.
(fka ZEBRA RESOURCES INC.)
(An Exploration Stage Company)

F-1

[LETTERHEAD OF DE JOYA GRIFFITH & COMPANY, LLC]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
American Paramount Gold Corp.
Toronto, Ontario, Canada

We have audited the accompanying balance sheets of American Paramount Gold Corp.
(An Exploration Stage Company) as of August 31, 2010 and 2009, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years then ended and from inception (July 20, 2006) through August 31, 2010.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Paramount Gold. (An
Exploration Stage Company) as of August 31, 2010 and 2009, and the results of
its operations and cash flows for the years then ended and from inception (July
20, 2006) through August 31, 2010 in conformity with generally accepted
accounting principles in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ De Joya Griffith & Company, LLC
------------------------------------------
Henderson, Nevada
November 24, 2010

F-2

AMERICAN PARAMOUNT GOLD CORP
(fka ZEBRA RESOURCES INC.)
(An Exploration Stage Company)
Balance Sheets
(Stated in U.S. Dollars)

August 31, August 31,
2010 2009
-------- --------
(Audited) (Audited)

$ $

ASSETS

CURRENT
Cash 2,146 7,419
Prepaid and deposit 70,723 1,676
-------- --------
TOTAL CURRENT ASSETS 72,869 9,095

MINING CLAIM 125,000 --
WEBSITE (NET) 23,389 --
-------- --------

TOTAL ASSETS 221,258 9,095
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES

CURRENT
Accounts payable and accrued liabilities 76,023 150
Accounts payable - related party 1,000 500
Notes payable 62,907 --
Convertible loans payable - related party,
net of unamortized discount of $10,791 240,142 --
-------- --------
TOTAL CURRENT LIABILITIES 380,072 650
-------- --------

TOTAL LIABILITIES 380,072 650
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock
150,000,000 authorized shares, par value $0.001
64,000,000 shares issued and outstanding 64,000 64,000
Additional paid-in-capital 558,033 36,000
Deficit accumulated during exploration stage (780,847) (91,555)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (158,814) 8,445
-------- --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 221,258 9,095
======== ========

See accompanying notes to financial statements.

F-3

AMERICAN PARAMOUNT GOLD CORP
(fka ZEBRA RESOURCES INC.)
(An Exploration Stage Company)
Statements of Operations
(Stated in U.S. Dollars)

From Inception
Twelve Months Ended (July 20, 2006) to
August 31, August 31, August 31,
2010 2009 2010
------------ ------------ ------------

$ $ $

REVENUES
Revenues -- -- --
------------ ------------ ------------
Total revenues -- -- --
------------ ------------ ------------
EXPENSES
Operating expenses
Consulting expense 537,230 -- 537,230
Exploration expenses -- -- 17,500
General and adminstrative 28,381 2,165 43,242
Rent expenses - related party 2,000 5,500 7,500
Professional fees 106,892 10,155 140,586
------------ ------------ ------------
Total operating expenses 674,503 17,820 746,058
------------ ------------ ------------

NET LOSS FROM OPERATIONS (674,503) (17,820) (746,058)
------------ ------------ ------------
OTHER EXPENSE
Amortization of debt discount (6,042) -- (6,042)
Interest expense (8,747) -- (8,747)
------------ ------------ ------------
Total other expense (14,789) -- (14,789)
------------ ------------ ------------

Net loss (689,292) (17,820) (760,847)
============ ============ ============

BASIC EARNINGS PER COMMON SHARE $ (0.01) $ (0.00)
------------ ------------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC 64,000,000 64,000,000
============ ============

See accompanying notes to financial statements.

F-4

AMERICAN PARAMOUNT GOLD CORP
(fka ZEBRA RESOURCES INC.)
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
from Inception (July 20, 2006) to August 31, 2010
(Stated in U.S. Dollars)

Deficit
Accumulated
Additional During the
Common Shares Paid In Exploration
Number Amount Capital Stage Total
------ ------ ------- ----- -----

Balance, July 20, 2006 -- $ -- $ -- $ -- $ --

Issued for cash at $0.0005 per share 40,000,000 40,000 -- (20,000) 20,000
on July 25, 2006

Net loss -- -- -- (18,575) (18,575)
---------- ------- -------- --------- ---------
Balance, August 31, 2006 40,000,000 40,000 -- (38,575) 1,425

Issued for cash at $0.0025 per share 24,000,000 24,000 36,000 -- 60,000
on December 20, 2006

Net loss -- -- -- (15,058) (15,058)
---------- ------- -------- --------- ---------
Balance, August 31, 2007 64,000,000 64,000 36,000 (53,633) 46,367

Net loss -- -- -- (20,102) (20,102)
---------- ------- -------- --------- ---------
Balance, August 31, 2008 64,000,000 64,000 36,000 (73,735) 26,265

Net loss -- -- -- (17,820) (17,820)
---------- ------- -------- --------- ---------
Balance, August 31, 2009 64,000,000 64,000 36,000 (91,555) 8,445

Beneficial conversion feature -- -- 16,833 -- 16,833
Stock options granted -- -- 505,200 -- 505,200

Net loss -- -- -- (689,292) (689,292)
---------- ------- -------- --------- ---------

Balance, August 31, 2010 64,000,000 $64,000 $558,033 $(780,847) $(158,814)
========== ======= ======== ========= =========

See accompanying notes to financial statements.

F-5

AMERICAN PARAMOUNT GOLD CORP
(fka ZEBRA RESOURCES INC.)
(An Exploration Stage Company)
Statements of Cash Flows
(Stated in U.S. Dollars)

Twelve Months Twelve Months From Inception
Ended Ended (July 20, 2006) to
August 31, August 31, August 31,
2010 2009 2010
-------- -------- --------

$ $ $
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (689,292) (17,820) (760,847)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization of website 2,924 -- 2,924
Stock issued for services 505,200 -- 505,200
Amortized debt discount 6,042 -- 6,042
Change in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued liabilities 75,873 (1,826) 76,023
Increase in accounts payable- related party 500 500 1,000
(Increase) in prepaids (69,047) (1,676) (70,723)
-------- -------- --------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (167,800) (20,822) (240,381)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mining claims (125,000) -- (125,000)
Website (26,313) -- (26,313)
-------- -------- --------
NET CASH FLOWS USED IN INVESTING ACTIVITIES (151,313) -- (151,313)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Convertible loan proceeds - related party 250,933 -- 250,933
Notes payable proceeds 62,907 -- 62,907
Proceeds on sale of common stock -- -- 80,000
-------- -------- --------
NET CASH FLOWS FROM FINANCING ACTIVITIES 313,840 -- 393,840
-------- -------- --------

NET INCREASE (DECREASE) IN CASH (5,273) (20,822) 2,146

CASH, BEGINNING OF THE PERIOD 7,419 28,241 --
-------- -------- --------

CASH, END OF THE PERIOD 2,146 7,419 2,146
======== ======== ========
NON CASH FINANCING ACTIVITIES
Beneficial conversion feature 16,833 -- 16,833
-------- -------- --------

See accompanying notes to financial statements.

F-6

1. DESCRIPTION OF THE BUSINESS AND HISTORY

American Paramount Gold Corp., a Nevada corporation, (hereinafter referred to as
the "Company" or "APGC") was incorporated in the State of Nevada on July 20,
2006. The Company was formed to engage in the acquisition, exploration and
development of natural resource properties of merit. The Company acquired a
mineral claims option located in the Province of British Columbia, Canada during
the period ending August 31, 2006 for $15,000. The Company entered into a
Mineral Property Options Agreement (the "MPOA") with a private British Columbia
company, whereby the Company obtained an option to acquire mineral claims known
as "Astro 2006" located in British Columbia. During the period ending August 31,
2009, the Company terminated the MPOA and relieved itself from any further
obligations there under.

On September 12, 2008, Karl Kottmeier resigned as our President, Chief Executive
Officer, Treasurer, and Chief Financial Officer. As a result, on September 12,
2008, we appointed Dan Gravelle as President, Chief Executive Officer,
Treasurer, and Chief Financial Officer of the Company. Additionally, Mr.
Gravelle was appointed a director of the Company.

On December 1, 2008, Karl Kotmeier resigned as a director of the Company.

On November 30, 2009, we appointed Mr. Peter Jenks as a member of our board of
directors.

On February 26, 2010, Monaco Capital Inc. acquired a controlling interest in our
Company by purchasing 20,000,000 shares of our common stock in a private
transaction.

On March 17, 2010, the Company filed a Plan of Merger, Merger Agreement and
Certificate of Change with the Nevada Secretary of State to affect a forward
stock split of its common shares on a 2 new for 1 old basis and to change its
name to American Paramount Gold Corp. These changes were approved by FINRA
effective April 12, 2010. As a result, our authorized capital increased from
75,000,000 to 150,000,000 shares of common stock and our issued and outstanding
increased from 32,000,000 shares of common stock to 64,000,000 shares of common
stock, all with a par value of $0.001.

On April 14, 2010, we appointed Wayne Parsons as a member of the board of
directors and as our President, Chief Executive Officer, Treasurer, Secretary
and Chief Financial Officer.

On April 14, 2010, Dan Gravelle resigned as our President, Chief Executive
Officer, Treasurer, Secretary and Chief Financial Officer.

On April 14, 2010, we entered into a consulting agreement with Wayne Parsons
whereby the Company agreed to make monthly payments of Cdn $1,500 and to grant
1,000,000 options to acquire 1,000,000 shares of our common stock at a purchase
price of US$1.00 per share. (Note 9 Stock Options)

On April 16, 2010, the Company entered into an agreement with Royce L. Hackworth
and Belva L. Tomany in respect of 189 unpatented mining claims situated in the
Walker Lane Structural Belt in Nye County, Nevada (the "Cap Gold Project"). In
order to complete the transactions contemplated by the Agreement, the Company
paid $125,000 to secure the option. (Note 4 Mineral Properties)

F-7

1. DESCRIPTION OF THE BUSINESS AND HISTORY (CONT'D)

On April 22, 2010, we entered into a convertible loan agreement with Monaco
Capital Inc., wherein Monaco Capital Inc. has agreed to loan our Company up to
$500,000. The loan (including accrued interest) is convertible into common
shares of our Company at a conversion price of $1.05 and will bear interest of
10% per annum. The principal amount of the loan and accrued interest is due and
payable one year from the advancement date. At August 31, 2010, Monaco Capital
Inc. has advanced $250,933. The balance sheet at August 31, 2010 records the
loan value at $240,142 due to the unamortized beneficial conversion feature of
$10,791 (Note 7 Convertible Loan- Related Party).

On April 27, 2010, we appointed Mr. John Goodwin to the board of directors.

On July 19, 2010 we increased the numbers of directors on our board of directors
from three to four and appointed J. Trevor Eyton to fill the ensuing vacancy.

On July 30, 2010 our directors approved the adoption of the 2010 Stock Option
Plan which permits our Company to issue up to 6,500,000 shares of our common
stock to directors, officers, employees and consultants of our Company upon the
exercise of stock options granted under the 2010 Plan. (Note 9 Stock Options)

On August 30, 2010, Wayne Parsons resigned as our secretary and treasurer. His
resignation was not the result of any disagreement regarding our operations,
policies, practices or other disagreements, and he will remain as a member of
our board of directors. As a result on August 30, 2010, we appointed Ann Dumyn
as our secretary and treasurer.

On August 30, 2010 we increased the number of directors on our board of
directors from four to seven and appointed Hugh Aird, Dr. H. Neville Rhoden and
Leland Venner to fill the ensuing vacancies.

At August 31, 2010 our board of directors consists of 7 directors including
Peter Jenks, Wayne Parsons, John Goodwin, J. Trevor Eyton, Hugh Aird, Dr. H.
Neville Rhoden, and Leland Verner.

THE COMPANY TODAY -The Company is an exploration stage enterprise, as defined in
FASB ASC 915-10 "Development Stage Entities".

As an exploration stage mining company we are engaged in the identification,
acquisition, and exploration of metals and minerals with a focus on gold
mineralization. Our current operational focus is to conduct exploration
activities on the Cap Gold Project and to complete the terms of the Cap Gold
option agreement (Note 4 Mineral Properties).

2. BASIS OF PRESENTATION AND GOING CONCERN

The balance sheet presented is that of the Company for the year ended August 31,
2010 and 2009. The statements of operations, cash flows and stockholders equity
(deficit) reflect the changes in stockholders equity (deficit), the results of
operations and the changes in cash flows of the Company for the year ended
August 31, 2010 and 2009 and from inception (July 20, 2006) to August 31, 2010.

These accompanying financial statements have been prepared by management, who is
responsible for their content, in accordance with accounting principles
generally accepted in the United States of America.

F-8

2. BASIS OF PRESENTATION AND GOING CONCERN - (CONT'D)

The Company has not generated any revenue in the current year and has
accumulated substantial losses, and require additional funds to maintain its
operations. Management's plans in this regard are to raise equity and/or debt
financing as required.

GOING CONCERN

These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States applicable to a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. The Company has
incurred a net loss of $689,292 and $17,820 for the years ended August 31, 2010
and 2009. At August 31, 2010 and 2009, the Company had a deficit accumulated of
$780,847 and $91,555, respectively. Since Inception (July 20, 2006) to August
31, 2010, the Company has commenced limited operations, raising substantial
doubt about the Company's ability to continue as a going concern. The Company
will seek additional sources of capital through the issuance of debt or equity
financing, but there can be no assurance the Company will be successful in
accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from the outcome of this
uncertainty.

3. SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.

CAPITALIZED INTEREST

The Company capitalizes interest (Nil in 2010) on expenditures made in
connection with exploration and development projects that are not subject to
current amortization. Interest is capitalized only for the period that
activities are in progress to bring the projects to their intended use.

F-9

3. SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)

MINERAL PROPERTY COSTS

The Company has been in the exploration stage since its formation July 20, 2006
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties. In
accordance with FASB ASC 932 "Extractive Activities-Oil and Gas", costs incurred
to purchase or acquire a property (whether proved or unproved reserves) shall be
capitalized when incurred. This includes acquisition costs associated with
mineral claims. Such costs will be depleted using the units-of-production method
over the estimated life of the probable reserve.

Although the Company has taken steps to verify title to mineral properties in
which it has an interest, according to the usual industry standards for the
stage of exploration of such properties, these procedures do not guarantee the
Company's title. Such properties may be subject to prior agreements or transfers
and title may be affected by undetected defects.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The table below presents the carrying value and fair value of the Company's
financial instruments.

The fair value represents management's best estimates based on a range of
methodologies and assumptions. The carrying value of receivables and payables
arising in the ordinary course of business and the receivable from taxing
authorities, approximate fair value because of the relatively short period of
time between their origination and expected realization.

Quoted Significant Significant
Carrying value Prices in Other Unobservable
31-Aug-10 (Level 1) (Level 2) (Level 3)
--------- --------- --------- ---------

FINANCIAL ASSETS
Cash and cash equivalents $ 2,146 $ 2,146 $ -- $ --
Prepaid and deposits 70,723 -- 70,723 --
Website (net) 23,389 -- 23,389 --
Mining claims 125,000 -- 125,000 --

FINANCIAL LIABILITIES
Accounts payable and accrued expenses 76,023 -- 76,023 --
Accounts payable- related parties 1,000 -- 1,000 --
Convertible notes -related party 240,142 -- 240,142 --
Notes payable 62,907 -- 62,907 --
-------- -------- -------- --------

31-Aug-09
---------
FINANCIAL ASSETS
Cash and cash equivalents $ 7,419 $ 7,419 $ -- $ --
Prepaid and deposits 1,676 -- 1,676 --
Website (net) -- -- -- --
Mining claims -- -- -- --

FINANCIAL LIABILITIES
Accounts payable and accrued expenses 150 -- 150 --
Accounts payable- related parties 500 -- 500 --
Convertible notes -related party -- -- -- --
Notes payable -- -- -- --
-------- -------- -------- --------

F-10

3. SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)

INCOME TAXES

The Company accounts for its income taxes in accordance with FASB ASC 740
"Income Taxes", which requires recognition of deferred tax assets and
liabilities for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis and tax credit carry-forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in operations in the period that includes the
enactment date.

The Company has a net operating loss carry-forward to be used in future years.
The Company has established a valuation allowance for the full tax benefit of
the operating loss carry-forwards due to the uncertainty regarding realization.

NET LOSS PER COMMON SHARE

The Company computes net loss per share in accordance with FASB ASC 260
"Earnings per Share". Under the provisions of FASB ASC 260 "Earnings per Share",
basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For the period from
Inception (July 20, 2006) through August 31, 2010, common stock equivalents are
the rights conferred upon Monaco Capital Inc. pursuant to the convertible loan
agreement (Note 7) and those arising from the 2010 Stock Option Plan (Note 9).
These stock equivalents were not included as their effect was anti-dilutive for
the periods presented.

STOCK-BASED COMPENSATION

On August 1, 2009, the Company adopted the fair value recognition provisions of
FASB ASC 718-10 and 505-10. The Company accounts for equity instruments issued
in exchange for the receipt of goods or services from other than employees in
accordance with FASB ASC 718-10 and the conclusions reached in FASB ASC 505-10.
Costs are measured at the estimated fair market value of the consideration
received or the estimated fair value of the equity instruments issued, whichever
is more reliably measurable. The value of equity instruments issued for
consideration other than employee services is determined on the earliest of a
performance commitment or completion of performance by the provider of goods or
services as defined by FASB ASC 505-10.

The Company records stock based compensation in accordance with the guidance in
ASC 718. ASC Topic 718 requires the Company to recognize expense related to the
fair value of its employee stock option awards. This eliminates accounting for
share-based compensation transactions using the intrinsic value and requires
instead that such transactions be accounted for using a fair-value-based method.
The Company recognizes the cost of all share-based awards on a graded vesting
basis over the vesting period of the award.

F-11

3. SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)

CONCENTRATION OF CREDIT RISK

The Company places its cash and cash equivalents with high credit quality
financial institutions. The Company obtained financing during the year from
Monaco Capital Inc. which holds 52% of the Company's common shares. The balance
of the loan as at August 31, 2010 was $240,142.

4. MINERAL PROPERTIES AND WEBSITE DEVELOPMENT

On April 16, 2010, the Company entered into an option agreement to acquire a
100% long-term lease interest in 189 unpatented mining claims situated in the
Walker Lane Structural Belt in Nye County, Nevada (the "Cap Gold Project"). The
189 claims making up the Cap Gold Project form a contiguous block of
approximately 3,960 acres (1,602 hectares). The Company paid $125,000 to secure
the option, giving it the right to acquire a 100% long-term lease interest in
the Cap Gold Project. To exercise the option the Company must: (i) make ongoing
yearly advance production royalty cash payments during the term of the agreement
of $125,000 in years two (2) through five (5), $150,000 in years six (6) through
twelve (12), $200,000 in years 13 through 20 and $300,000 in years 21 through
30; (ii) incur expenditures on exploration of the Cap Gold Project of not less
than an aggregate of $1,250,000 over five (5) years; and (iii) make production
royalty payments from production from the property after the advance production
royalty cash payments described above have been repaid to our Company from
production from the property. At our Company's election, the production royalty
may be calculated either on a sliding scale or on a fixed production royalty
basis, and must range from 1% to a maximum of 3%.

The Company capitalizes the costs associated with the development of the
Company's website pursuant to ASC Topic 350. Other costs related to the
maintenance of the website are expensed as incurred. Amortization is provided
over the estimated useful life of 3 years using the straight-line method for
financial statement purposes. The Company will commence amortization once the
economic benefits of the assets begin to be realized. The Company capitalized
$26,313 in Website development in the year. The net book value at August 31,
2010 was $23,389.

5. NEW ACCOUNTING PRONOUNCEMENTS

F-12

5. NEW ACCOUNTING PRONOUNCEMENTS - (CONT'D)

interim periods within those fiscal years, beginning on or after December 15,
2010. The amendments in this Update should be applied by recording a
cumulative-effect adjustment to the opening balance of retained earnings. The
cumulative-effect adjustment should be calculated for all awards outstanding as
of the beginning of the fiscal year in which the amendments are initially
applied, as if the amendments had been applied consistently since the inception
of the award. The cumulative-effect adjustment should be presented separately.

Earlier application is permitted. The Company does not expect the provisions of
ASU 2010-13 to have a material effect on the financial position, results of
operations or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-03, Extractive Activities--Oil and Gas
(Topic 932): Oil and Gas Reserve Estimation and Disclosures. This amendment to
Topic 932 has improved the reserve estimation and disclosure requirements by (1)
updating the reserve estimation requirements for changes in practice and
technology that have occurred over the last several decades and (2) expanding
the disclosure requirements for equity method investments. This is effective for
annual reporting periods ending on or after December 31, 2009. However, an
entity that becomes subject to the disclosures because of the change to the
definition oil- and gas- producing activities may elect to provide those
disclosures in annual periods beginning after December 31, 2009. Early adoption
is not permitted. We do not expect the provisions of ASU 2010-03 to have a
material effect on the financial position, results of operations or cash flows
of our Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.
This is effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales, issuances,
and settlements in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for fiscal years beginning after
December 15, 2010, and for interim periods within those fiscal years. Early
adoption is permitted. The Company does not expect the provisions of ASU 2010-06
to have a material effect on the financial position, results of operations or
cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that all shareholders can elect to receive in the aggregate
is considered a share issuance that is reflected in EPS prospectively and is not
a stock dividend for purposes of applying Topics 505 and 260. This is effective
for interim and annual periods ending on or after December 15, 2009, and would
be applied on a retrospective basis. The Company does not expect the provisions
of ASU 2010-01 to have a material effect on the financial position, results of
operations or cash flows of the Company.

F-13

6. NOTES PAYABLE

On August 27, 2010 the Company obtained a loan from an individual in the
principal amount of $32,077. Due to its short term nature the Company agreed to
pay the individual $6,493 as a premium. The note payable totalling $38,569 was
due and payable on or before September 15, 2010. The note was paid in full on
September 10, 2010.

Effective June 1, 2010 the Company obtained liability insurance for its
directors and entered into a commercial premium finance agreement - promissory
note for $30,720. At August 31, 2010 the balance owing AFCO was $24,338. The
amount is unsecured, implied interest of 3.8% and ten monthly payments of
$3,191.

7. CONVERTIBLE LOAN - RELATED PARTY

On April 22, 2010, the Company entered into a convertible loan agreement with
Monaco Capital Inc., majority shareholder, for a principal amount of up to
$500,000 for a term of one year from any applicable advancement date. The loan
is unsecured and shall bear interest at the rate of 10% per annum payable on the
due date. The Company may at any time during the term of the loan prepay any sum
up to the full amount of the loan and accrued interest then outstanding at any
time for an additional 10% of such amount.

The loan (including accrued interest) is convertible into securities of the
Company at a conversion price of $1.05 per share. At any time after the
advancement date, if the Company has not paid the loan and accrued interest in
full, the Lender may, by providing written notice to the Company, exercise its
rights of conversion in respect of either a portion of the total outstanding
amount of the loan as of that date into shares of the Company.

At August 31, 2010, Monaco Capital Inc has advanced to the Company $250,933. The
balance sheets at August 31, 2010 and 2009 recorded the loan value at $240,142
and $Nil due to the unamortized beneficial conversion feature on the convertible
debt totaling $10,791 and $Nil. The initial beneficial conversion feature was
valued at $16,833 of which $6,042 was amortized. The beneficial conversion
feature amount has been accounted for as a debt discount which is being
amortized and treated as interest expense over the term of the convertible
debentures. Accrued interest at August 31, 2010 and 2009 relating to the loan
totaling $8,746 and $Nil was recorded in accounts payable and accrued
liabilities, respectively.

8. STOCKHOLDERS' EQUITY (DEFICIT)

The Company has 150,000,000 (75,000,000 pre-forward stock split) shares
authorized with a par value of $0.001 per share.

Effective July 25, 2006, the Company issued 40,000,000 (20,000,000 pre-forward
stock split) to the founding and sole director of the Company pursuant to a
stock subscription agreement at $0.0005 per share for total proceeds of $20,000,
the shares were issued below par thus $20,000 was applied to accumulated
deficit.

Effective December 20, 2006, the Company issued 24,000,000 (12,000,000
pre-forward stock split) shares of the Company's common stock pursuant to the
Company's SB-2 prospectus offering at $0.0025 per share for total proceeds of
$60,000.

F-14

8. STOCKHOLDERS' EQUITY (DEFICIT) - (CONT'D)

On February 26, 2010, Monaco Capital Inc. acquired a controlling interest in the
Company by purchasing 40,000,000 (20,000,000 pre-forward stock split) shares of
our common stock in a private transaction.

On March 17, 2010, the Company filed a Plan of Merger, Merger Agreement and
Certificate of Change with the Nevada Secretary of State to affect a forward
stock split of its common shares on a 2 new for 1 old basis. The change was
approved by FINRA effective April 12, 2010. As a result, our authorized capital
increased from 75,000,000 to 150,000,000 shares of common stock and our issued
and outstanding increased from 32,000,000 shares of common stock to 64,000,000
shares of common stock, all with a par value of $0.001. All references in these
financial statements and notes to the financial statements to the number of
shares, price per share and weighted average number of shares outstanding of
common stock prior to this stock split have been adjusted to reflect the stock
split on a retroactive basis unless otherwise noted.

On April 22, 2010, the Company entered into a convertible loan agreement with
Monaco Capital Inc., a majority shareholder, resulting in a beneficial
conversion feature valued at $16,833 which was applied to additional paid in
capital.

9. STOCK OPTIONS

On April 14, 2010, the Company entered into a consulting agreement with Wayne
Parsons, to act as President, CEO, CFO, Secretary and Treasurer of the Company.
As part of the compensation package he was granted 1,000,000 fully vested,
non-transferable stock options with an exercise price of $1.00.

ASC 718 and 505, the fair value of options is estimated at the date of grant
using a Black-Scholes-Merton ("Black-Scholes") option-pricing model, which
requires the input of highly subjective assumptions including the expected stock
price volatility. Volatility is determined using historical stock prices over a
period consistent with the expected term of the option. The Company utilizes the
guidelines of staff Accounting Bulletin No. 107 (SAB 107) of the Securities and
Exchange Commission relative to "plain vanilla" options in determining the
expected term of option grants. SAB 107 permits the expected term of "plain
vanilla" options to be calculated as the average of the options' vesting term
and contractual period.

The fair value of the options using the Black-Scholes option pricing model with
the following weighted-average assumptions was recorded in the statement of
operations as consulting expenses at a value of $505,200:

Risk Free Interest Rate 1.07%
Expected life 913 days
Expected volatility 72%
Dividend per share $Nil

On July 30, 2010, the Company adopted the 2010 Stock Option Plan which permits
the Company to issue up to 6,500,000 shares of common stock to directors,
officers, employees and consultants of the Company upon the exercise of stock
options granted under the 2010 Plan. At the time of the grant of the option, the

F-15

9. STOCK OPTIONS - (CONT'D)

Plan Administrator shall designate the expiration date of the option, which date
shall not be later than five (5) years from the date of grant. The vesting
schedule for each option shall be specified by the Plan Administrator at the
time of grant of the Option. Effective September 29, 2010 the Plan provides for
an exercise price to be established based on the Fair Market Value of a common
share of the Company being the average of the high and low sales prices (or bid
and ask prices, if sales prices are not reported) for the common stock for the
last trading day immediately preceding the date with respect to which Fair
Market Value is being determined, as reported for the principal trading market
for the Common Stock.

A summary of the status of the Company's stock option plan as of August 31, 2010
and 2009 and changes during the years is presented below:

2010 2009
------------------------ ------------------------
Weighted Weighted
Average Average
Number of Exercise Number of Exercise
Shares # Price $ Shares # Price $
-------- ------- -------- -------

Outstanding at beginning of year -- -- -- --
Granted 1,000,000 1.00 -- --
Exercised -- -- -- --
Forfeited or cancelled -- -- -- --
--------- ----- ----- -----
Outstanding at end of year 1,000,000 1.00 -- --
========= ===== ===== =====
Exercisable 1,000,000 1.00 -- --
--------- ----- ----- -----

10. INCOME TAXES

The Company accounts for income taxes using the liability method, under which
deferred tax liabilities and assets are determined based on the difference
between the financial statement carrying amounts and the tax basis of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.

As of August 31, 2010, the Company had net operating loss carry-forwards of
approximately $255,646 which expire in varying amounts between 2026 and 2030.
Realization of this potential future tax benefit is dependent on generating
sufficient taxable income prior to expiration of the loss carry-forward. The
deferred tax asset related to this potential future tax benefit has been offset
by a valuation allowance in the same amount. The amount of the deferred tax
asset ultimately realizable could be increased in the near term if estimates of
future taxable income during the carry-forward period are revised.

F-16

10. INCOME TAXES - (CONT'D)

2010 2009
-------- --------

Federal net operating loss carryforward $ 760,846 $ 71,555
Less stock compensation (505,200) --

Net operating loss carryforward 255,646 --

Deferred Tax Assets:
Net operating loss carryforward - 35% 89,476 25,044

Less: Valuation allowance (89,476) (25,044)
--------- ---------

Net Deferred Tax Assets $ -- $ --
========= =========

Effective Tax Rate Reconciliation:
Federal statutory tax rate -35.0% -35.0%
Change in valuation allowance 35.0% 35.0%
--------- ---------

Effective tax rate 0.0% 0.0%
========= =========

11. RELATED PARTY TRANSACTIONS

The Company paid Dan Gravelle a rent payment of $2,000 for the period up to and
including April 14, 2010 at which time Mr. Gravelle resigned as the director and
officer of the Company. As of August 31, 2010 and 2009, the Company recorded
$2,000 and $5,500 in rent expense to Mr. Gravelle, respectively. The balance
owing totalling $1,000 at August 31, 2010 was paid in full on September 16,
2010.

At August 31, 2010, Monaco Capital Inc., a majority shareholder has advanced
$250,933. The balance sheets at August 31, 2010 and 2009 recorded the loan value
at $240,142 and $Nil due to the unamortized beneficial conversion feature on the
convertible debt totaling $10,791 and $Nil. The initial beneficial conversion
feature was valued at $16,833 of which $6,042 was amortized. The beneficial
conversion feature amount has been accounted for as a debt discount which is
being amortized and treated as interest expense over the term of the convertible
debentures. Accrued interest at August 31, 2010 and 2009 relating to the loan
totaling $8,746 and $Nil was recorded in accounts payable and accrued
liabilities, respectively.

12. COMMITMENTS AND CONTINGENCIES

On April 23, 2010 the Company entered into a consulting agreement with a
consultant. The agreement can be terminated by either party upon thirty (30)
days written notice to the other party. As compensation for the services, the
Company agreed to pay to the consultant a monthly fee payable on the 15th day of
each month for the term of the agreement. A further compensation was agreed upon
whereby the Company will pay the consultant, within ten (10) days of the Company
receiving, collectively since January 1, 2010, private placement funds equal to
$500,000, an amount of $10,500. No further compensation is due as at September
30, 2010.

F-17

13. SUBSEQUENT EVENTS

On September 7, 2010, and October 13, 2010 Monaco Capital Inc. advanced $100,000
and $50,000 respectively. The total advanced under the Convertible Loan is
$400,932.

Since September 27, 2010, our board of directors has consisted of 5 directors
including J. Trevor Eyton, Wayne Parsons, Hugh Aird, Dr. H. Neville Rhoden, and
Leland Verner.

On September 29, 2010, Wayne Parsons resigned as our president, chief executive
officer and chief financial officer. Mr. Parsons' resignation was not the result
of any disagreements regarding the Company's operations, policies, practices or
other disagreements and he remains a member of our board of directors. As a
result on September 29, 2010, we appointed Hugh Aird as our president and chief
executive officer and Ann Dumyn as our chief financial officer.

On April 14, 2010, we entered into a consulting agreement with Wayne Parsons
whereby Mr. Parsons agreed to provide our Company with various consulting
services as the president, chief executive officer, chief financial officer,
secretary and treasurer. In consideration of his services, we agreed to provide
Mr. Parsons with a monthly payment of CDN$1,500 and a one-time grant of
1,000,000 non-transferable options with each option to acquire one share of our
common stock at a purchase price of US$1.00 per share, exercisable for five (5)
years. The aforementioned 1,000,000 options were issued, and subsequently
re-issued on October 6, 2010 at a renegotiated purchase price of $0.68 as part
of the below described issuance under our 2010 Stock Plan.

On August 30, 2010, Wayne Parsons resigned as secretary and treasurer of the
Company. On September 29, 2010 Mr. Parsons resigned as president, chief
financial officer and chief executive officer of the Company. Concurrently on
September 29, 2010, the consulting agreement dated April 14, 2010 between Mr.
Parsons and the Company was terminated. In connection with the termination of
the consulting agreement the Company agreed to cancel 1,000,000 fully vested
stock options with an exercise price of $1.00 that were issued to Mr. Parsons on
April 14, 2010 as compensation under the consulting agreement, and to issue to
Mr. Parsons 1,000,000 fully vested stock options under the 2010 Stock Plan. The
1,000,000 options under the 2010 Stock Plan were issued on October 6, 2010 and
are exercisable at a price of $0.68 until October 6, 2015. The 1,000,000 options
issued on April 14, 2010 were cancelled effective November 18, 2010. The
1,000,000 options are included in the 5,400,000 issued stock options referenced
above.

On November 8, 2010, we entered into a letter of intent with Lonsdale
Acquisitions Corp. to acquire the Kisita Gold Mine Property, an operational gold
property four hours northwest of the capital city of Kampala in Uganda. The
Company has commenced onsite and corporate due diligence.

F-18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial
statements, including the notes thereto, appearing elsewhere in this Prospectus.
The discussion of results, causes and trends should not be construed to imply
any conclusion that these results or trends will necessarily continue into the
future.

FORWARD LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements. All statements
other than statements of historical fact are "forward-looking statements" for
the purposes of this Prospectus, including any projections of earnings,
revenues, or other financial items; any statements of the plans, strategies, and
objectives of management for future operation; any statements concerning
proposed new products, services, or developments; any statements regarding
future economic conditions or performance; statements of belief; and any
statements of assumptions underlying any of the foregoing. Such forward-looking
statements are subject to inherent risks and uncertainties and actual results
could differ materially from those anticipated by the forward-looking
statements.

OVERVIEW

We are an exploration stage mining company engaged in the identification,
acquisition, and exploration of metals and minerals with a focus on the
exploration of potential gold mineralization on our Cap Gold property located in
Nevada.

Since we are an exploration stage company, there is no assurance that a
commercially viable mineral reserve exists on any of our current or future
properties, to date, we do not know if an economically viable mineral reserve
exists on our property and there is no assurance that we will discover one. Even
if we do eventually discover a mineral reserve on our property, there can be no
assurance that we will be able to develop our property into a producing mine and
extract those resources. Both mineral exploration and development involve a high
degree of risk and few properties which are explored are ultimately developed
into producing mines.

Our current operational focus is to conduct exploration activities on the Cap
Gold Project pursuant to our option agreement in respect of that property.

We are also investigating opportunities on an ongoing basis to acquire
additional exploration stage or operational gold properties. On November 9,
2010, we announced by press release our entry into a non-binding letter of
intent with Lonsdale Acquisition Corporation to acquire the Kisita Gold Mine
Property, an operational gold property four hours northwest of the capital city
of Kampala, Uganda. On December 9, 2010 the Company, having performed the due
diligence required to acquire the Kisita Gold Mine Property, advised Lonsdale
Acquisition Corporation that it declined to proceed with the purchase agreement
under its current terms and conditions. Discussions with Lonsdale Acquisition
Corporation are ongoing.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the twelve months
beginning September 1, 2010.

PERSONNEL PLAN

We do not expect any material changes in the number of employees during the
twelve months beginning September 1, 2010. We do and will continue to outsource
contract employment as needed.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors. Our
principal capital resources have been through the subscription and issuance of
common stock, although we have also used stockholder loans and advances from
related parties.

CASH REQUIREMENTS

We intend to conduct exploration activities on our newly optioned property
during the twelve months beginning September 1, 2010. We estimate our operating
expenses and working capital requirements for the twelve month period beginning
September 1, 2010 to be as follows:

ESTIMATED EXPENSES FOR THE TWELVE MONTH PERIOD BEGINNING SEPTEMBER 1, 2010

General, Administrative, and Corporate Expenses $ 200,000
Operating Expenses $ 200,000
Exploration $1,500,000
----------
TOTAL $1,900,000
==========

At present, our cash requirements for the next 12 months (beginning September 1,
2010) outweigh the funds available to maintain or develop our properties. Of the
$1,900,000 that we require for the next 12 months, we had $2,146 in cash as of
August 31, 2010 and a working capital deficit of $307,203. In order to improve
our liquidity, we plan pursue additional equity financing from private investors
or possibly a registered public offering. With the exception of the ongoing
convertible loan agreement with Monaco Capital Inc. described below, we do not
currently have any definitive arrangements in place for the completion of any
further private placement financings and there is no assurance that we will be
successful in completing any further private placement financings. If we are
unable to achieve the necessary additional financing, then we plan to reduce the
amounts that we spend on our business activities and administrative expenses in
order to be within the amount of capital resources that are available to us.

As at August 31, 2010, $259,679 has been advanced under the loan agreement. The
balance sheet at August 31, 2010 records the loan value at $240,142 due to the
unamortized beneficial conversion feature of $10,791.

On September 7, 2010, October 13, 2010 and December 6, 2010 Monaco Capital Inc.
advanced $100,000, $50,000 and $100,000, respectively.

On December 17, 2010, we entered into a convertible loan agreement with Monaco
Capital Inc., wherein Monaco Capital Inc. has agreed to loan our company up to
$5,000,000. The convertible loan agreement replaced the original agreement with
Monaco Capital Inc., dated April 22, 2010 and provided that the principal of
$500,933 advanced under it, along with $20,664 in unpaid, accrued interest, to
and including December 17, 2010, be treated as if issued under the terms of the
new agreement. The loan is unsecured and bears interest at the rate of 10% per
annum payable on the due date. The loan is convertible into securities of the
Company at a conversion price calculated as the mean volume weighted average
price for the Company's common stock during the ten (10) trading day period
ending on the latest complete trading day prior to the conversion date. The
principal amount of the loan and accrued interest is due and payable one year
from the advancement date. We may at any time during the term of the loan prepay
any sum up to the full amount of the loan and accrued interest then outstanding
for an additional 10% of such amount.

On December 29, 2010 Monaco Capital Inc. advanced $100,000. The total advanced
under the convertible loan agreement is $621,596.

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED AUGUST 31, 2010, AUGUST 31,
2009 AND AUGUST 31, 2008, AND FOR THE PERIOD FROM INCEPTION (JUNE 20, 2006) TO
AUGUST 31, 2010.

The following summary of our results of operations should be read in conjunction
with our audited financial statements for the years ended August 31, 2010 and
August 31, 2009.

Our operating results for the years ended August 31, 2010, August 31, 2009,
August 31, 2008 and for the period from Inception (June 20, 2006) to August 31,
2010 are summarized as follows:

Inception
(June 20, 2006) to
Year Ended August 31, August 31,
2010 2009 2008 2010
-------- -------- -------- --------

Revenue $ -- $ -- $ -- $ --
Operating Expenses $674,503 $ 17,820 $ 20,102 $746,058
Other Expense $ 14,789 $ -- $ -- $ 14,789
Net Loss $689,292) $ 17,820) $ 20,102 $760,847

REVENUES

We did not earn any revenues from our inception through year ended August 31,
2010 and have not subsequently earned any revenues.

OPERATING EXPENSES

Our expenses for the years ended August 31, 2010, August 31, 2009, August 31,
2008 and for the period from Inception (June 20, 2006) to August 31, 2010 are
outlined in the table below:

Inception
Year Ended Year Ended Year Ended (June 20, 2006) to
August 31, August 31, August 31, August 31,
2010 2009 2008 2010
-------- -------- -------- --------

Consulting Fees $537,230 $ -- $ -- $537,230
Exploration expenses $ -- $ -- $ 2,500 $ 17,500
General and administrative
expenses $ 28,381 $ 2,165 $ 5,573 $ 43,242
Rent expenses - related party $ 2,000 $ 5,500 $ -- $ 7,500
Professional fees $106,892 $ 10,155 $ 12,029 $140,586

The decrease in expenses for the year ended August 31, 2009, compared to the
same period in fiscal 2008, was mainly due to a decrease in exploration expenses
and general and administrative expenses.

The increase in expenses for the year ended August 31, 2010 compared to the same
period in fiscal 2009 was mainly due to an increase in consulting fees payable
to our then president and chief executive officer in the form of options to
purchase our common stock and an increase in general and administrative and
professional fees resulting from payments made by us in respect of the Cap Gold
Project.

LIQUIDITY AND FINANCIAL CONDITION AS AT AUGUST 31, 2010

Our financial position as at August 31, 2010, August 31, 2009, and August 31,
2008 was as follows:

WORKING CAPITAL

As at As at As at
August 31, 2010 August 31, 2009 August 31, 2008
--------------- --------------- ---------------
$ $ $

Current Assets 72,869 9,095 28,241
Current Liabilities 380,072 650 1,976
Working Capital (Deficiency) (307,203) 8,445 26,265

Our working capital surplus decreased from $8,445 at August 31, 2009 to
($307,203) at August 31, 2010 primarily as a result of decreases in cash.

Our working capital deficit decreased from $8,845 at August 31, 2009 to
($307,203) at August 31, 2010 primarily as a result of our convertible loan from
Monaco Capital whereby Monaco Capital Inc. has agreed to loan our company up to
$500,000. The loan (and accrued interest) is convertible in whole or in part
into common shares of our company at a conversion price of $1.05 and will bear
interest at 10% per annum. The principal amount of the loan and accrued interest
is due and payable one year from the advancement date. We may at any time during
the term of the loan prepay any sum up to the full amount of the loan and
accrued interest then outstanding for an additional 10% of such amount. At
August 31, 2010 Monaco Capital Inc. has advanced $250,933. The balance sheet at
August 31, 2010 records the loan value net of beneficial conversion feature loan
discount of $10,791. Accrued interest relating to the loan totaled $8,746 as at
August 31, 2010 and was recorded in accounts payable and accrued liabilities.
The initial beneficial conversion feature was valued at $16,833 of which $6,042
was amortized.

On September 7, 2010, October 13, 2010 and December 6, 2010 Monaco Capital Inc.
advanced $100,000, $50,000 and $100,000, respectively.

On December 17, 2010, we entered into a convertible loan agreement with Monaco
Capital Inc., wherein Monaco Capital Inc. has agreed to loan our company up to
$5,000,000. The convertible loan agreement replaced the original agreement with
Monaco Capital Inc., dated April 22, 2010 and provided that the principal of
$500,933 advanced under it, along with $20,664 in unpaid, accrued interest, to
and including December 17, 2010, be treated as if issued under the terms of the
new agreement. The loan is unsecured and bears interest at the rate of 10% per
annum payable on the due date. The loan is convertible into securities of the
Company at a conversion price calculated as the mean volume weighted average
price for the Company's common stock during the ten (10) trading day period
ending on the latest complete trading day prior to the conversion date. The
principal amount of the loan and accrued interest is due and payable one year
from the advancement date. We may at any time during the term of the loan prepay
any sum up to the full amount of the loan and accrued interest then outstanding
for an additional 10% of such amount.

On December 29, 2010 Monaco Capital Inc. advanced $100,000. The total advanced
under the convertible loan agreement is $621,596.

CASH FLOWS

Inception
Year Ended Year Ended Year Ended (June 20, 2006) to
August 31, August 31, August 31, August 31,
2010 2009 2008 2010
-------- -------- -------- --------

Net cash provided by (used in)
Operating Activities $(176,546) $ (20,822) $ (20,626) $(249,127)
Net cash provided by (used in)
Investing Activities $(151,313) $ -- $ -- $(151,313)
Net cash provided by (used in)
Financing Activities $ 322,586 $ -- $ -- $ 402,586
Increase (Decrease) in Cash
during the Year $ (5,273) $ (20,822) $ (20,626) $ 2,146
Cash, Beginning of Year $ 7,419 $ 28,241 $ 48,867 $ --
Cash, End of Year $ 2,146 $ 7,419 $ 28,241 $ 2,146

Our principal source of funds has been from our loan from Monaco Capital Inc.

CONTRACTUAL OBLIGATIONS

As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.

GOING CONCERN
We incurred a net loss for the years ending August 31, 2010 and 2009 of $689,292
and $17,820, respectively and at August 31, 2010 had a deficit accumulated
during the exploration stage of $780,847. Since Inception (July 20, 2006) to
August 31, 2010, we had commenced limited operations, raising substantial doubt
about our ability to continue as a going concern. We will seek additional
sources of capital through the issuance of debt or equity financing, but there
can be no assurance that we will be successful in accomplishing our objectives.
Our ability to continue as a going concern is dependent on additional sources of
capital and the success of our plan. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts, or amounts and classification of liabilities that might result from the
outcome of this uncertainty.

OFF-BALANCE SHEET ARRANGEMENTS

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, our Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.

INCOME TAXES

Our Company accounts for its income taxes in accordance with Accounting Standard
Codification (ASC) 740, which requires recognition of deferred tax assets and
liabilities for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and our
respective tax basis and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in operations in the period that includes the
enactment date.

Our Company has a net operating loss carry-forward to be used in future years.
Our Company has established a valuation allowance for the full tax benefit of
the operating loss carry-forwards due to the uncertainty regarding realization.

FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 825 "Financial Instruments", requires our Company to disclose, when
reasonably attainable, the fair market value of its assets and liabilities which
are deemed to be financial instruments. The carrying amount and estimated fair
values of our Company's financial instruments approximated their fair value due
to their short-term nature.

NET LOSS PER COMMON SHARE

Our Company computes net loss per share in accordance with ASC 260, "Earnings
per Share" and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the
provisions of ASC 260 and SAB 98, basic net loss per share is computed by
dividing the net loss available to common stockholders for the period by the
weighted average number of shares of common stock outstanding during the period.
The calculation of diluted net loss per share gives effect to common stock
equivalents; however, potential common shares are excluded if their effect is
anti-dilutive. For the period from our inception on July 20, 2006 through August
31, 2010, our Company had no potentially dilutive securities.

MINERAL PROPERTY COSTS

STOCK-BASED COMPENSATION

On August 1, 2009, our Company adopted the fair value recognition provisions of
FASB ASC 718-10. Our Company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance
with FASB ASC 718-10 and the conclusions reached in FASB ASC 505-10. Costs are
measured at the estimated fair market value of the consideration received or the
estimated fair value of the equity instruments issued, whichever is more
reliably measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earliest of a performance
commitment or completion of performance by the provider of goods or services as
defined by FASB ASC 505-10.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standard Updated (ASC) 2010-13 related to Stock Compensation, Topic 718. ASC
2010-13 addresses the classification of an employee share-based payment award
with an exercise price denominated in the currency of a market in which the
underlying equity security trades. Awards of equity share options granted to an
employee of an entity's foreign operation that provide a fixed exercise price
denominated in (1) the foreign operation's functional currency or (2) the
currency in which the employee's pay is denominated should not be considered to
contain a condition that is not a market, performance, or service condition.
However, U.S. generally accepted accounting principles (GAAP) do not specify
whether a share-based payment award with an exercise price denominated in the
currency of a market in which the underlying equity security trades has a
market, performance, or service condition. Diversity in practice has developed
on the interpretation of whether such an award should be classified as a
liability when the exercise price is not denominated in either the foreign
operation's functional currency or the currency in which the employee's pay is
denominated. The amendments in this Update are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2010. The amendments in this Update should be applied by recording a
cumulative-effect adjustment to the opening balance of retained earnings. The
cumulative-effect adjustment should be calculated for all awards outstanding as
of the beginning of the fiscal year in which the amendments are initially
applied, as if the amendments had been applied consistently since the inception
of the award. The cumulative-effect adjustment should be presented separately.
Earlier application is permitted. We do not expect the provisions of ASU 2010-03
to have a material effect on the financial position, results of operations or
cash flows of our Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that all shareholders can elect to receive in the aggregate
is considered a share issuance that is reflected in EPS prospectively and is not
a stock dividend for purposes of applying Topics 505 and 260. Effective for
interim and annual periods ending on or after December 15, 2009, and would be
applied on a retrospective basis. We do not expect the provisions of ASU 2010-01
to have a material effect on the financial position, results of operations or
cash flows of our Company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have not had any changes in or disagreements with our independent public
accountants during the last two fiscal years.

DIRECTORS AND EXECUTIVE OFFICERS

All directors of our company hold office until the next annual meeting of the
security holders or until their successors have been elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:

Position Held
Name with the Company Age Date First Elected or Appointed
---- ---------------- --- -------------------------------

Hugh Aird President, Chief Executive 56 August 30, 2010 (as director) and September 29,
Officer, Director 2010 (as President and Chief Executive Officer

Ann Dumyn Chief Financial Officer, 61 August 30, 2010 (as Secretary and Treasurer)
Secretary and Treasurer and September 29, 2010 (as Chief Financial Officer)

John Trevor Eyton Director 76 July 19, 2010

Wayne Parsons Director 48 April 14, 2010

Dr. Henry Neville Rhoden Director 81 August 30, 2010

BUSINESS EXPERIENCE

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

HUGH AIRD - PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Since graduating from Harvard University, Hugh Aird has held numerous top level
executive positions throughout the financial industry. From 1998 to 2002 he was
the Managing Director at Berenson, Mineralla LTD, a firm providing Mergers &
Acquisitions advisory services, and from 1994 to 1998 he was Vice-Chairman of
Merrill Lynch Canada. From 2002 to 2004 Mr. Aird was President of DRIA Capital,
a financial consulting firm. Since 2004, Mr. Aird has been the Vice-Chairman,
North America, and Business Development for Edelman Public Relations. Mr. Aird
served as President of American Lithium Minerals, Inc. from September 29, 2009
until September 29, 2010, when he was appointed Chairman of the Board of
Directors.

Mr. Aird resides in Toronto, Ontario, Canada.

ANN DUMYN - CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER

Since 2005 to present, Ann Dumyn has been the chief financial officer and
corporate secretary of Exploration Syndicate, Inc., a private mineral
exploration company based in Caledon, Ontario, Canada. She is responsible for
the functions of financial reporting, planning, practices, financial stability
and liquidity as well as managed all corporate records and filings.

Since April of 2010, Ms. Dumyn has also been the corporate director and a member
of the audit committee of Kaskattama Inc., a renewable energy and mineral
resources investment and development company based in Toronto, Ontario, Canada.

From April 2010 through November 15, 2010, Ms. Dumyn served as acting corporate
secretary of American Lithium Minerals, Inc., a U.S. based mineral explorations
company focused on the development of lithium and boron resources in Nevada. Her
responsibilities included maintaining the company's books and records and filing
of reports in accordance with the requirements of the Securities Exchange
Commission.

Ms. Dumyn resides in Caledon, Ontario, Canada.

THE HONORABLE JOHN TREVOR EYTON, OC, QC - DIRECTOR

Over the years, J. Trevor Eyton has been a Director of a number of public and
private companies. These include a number of communications companies in the
1970s, with financial and resource-based corporations subsequently dominating
his attention.

These include Noranda Inc. (1981-2005), Norcen Energy Resources (1986-1996)
including a year as Chairman), Barrick Gold Corporation (1990-2000) and Royal
Trust Company Ltd. (1983-1993). Mr. Eyton also served as a Director of General
Motors of Canada Ltd. (1987-2004) and of Coca-Cola Enterprises Inc. (1998-2007).
Currently Mr. Eyton continues to serve as an officer and director of a number of
public companies, including Ivernia Inc. (as Chairman and a director) since
2000, Brookfield Asset Management Inc. (as a director) since 1979 and Magna
International Inc. (as a director) since 2010.

Appointed to the Senate of Canada in 1990, Mr. Eyton served on a number of
committees during his 19 year tenure. Amongst these he was a member of the
Standing Committee on Energy, the Environment and Natural Resources from 1999 to
2004; the Transport and Communications Committee from 2002-2009; the Banking,
Trade and Commerce Committee from 2006-2009; and the Standing Joint Committee on
Scrutiny of Regulations from 2006-2009, finishing as Co-Chair.

Mr. Eyton is both an Officer of the Order of Canada and Queen's Counsel for
Ontario, as well as the recipient of honorary Doctors of Laws from both the
University of Waterloo and the University of King's College at Dalhousie (where
he served as Chancellor from 1996 to 2001). In 2000 he was awarded Mexico's
Aguila Azteca or "Aztec Eagle" - the highest award given to foreigners by the
government of Mexico.

Mr. Eyton resides in Caledon, Ontario, Canada

WAYNE PARSONS - DIRECTOR

Wayne Parsons graduated University of Western Ontario 1985, Richard Ivey School
of Business, and HBA. He began his career as an investment advisor in Toronto
with Nesbitt Thomson Bongard, moving to RBC Dominion Securities in 1994 as
Senior Investment Advisor. Mr. Parson's then joined National Bank Financial in
2003 as Senior Investment Advisor, working in London until 2008. He has been
involved in many mining deals over the years and helped fund a number of junior
mining projects in North America and abroad.

Mr. Parson resides in London, Ontario, Canada.

DR. HENRY NEVILLE RHODEN - DIRECTOR

Dr. H. Nevile Rhoden has experience in both exploration and mine development for
base and precious metals. In his extensive career he has worked for Rio Tinto
Minera (Spain) as exploration manager, South America regional manager for BP
Minerals, and general manager for BP Minerals International in Mexico. Dr.
Rhoden was Vice-President of Minerex Resources (US) and oversaw the development
and operation of their open pit heap-leach mine in Nevada.

Dr. Rhoden has worked in many countries in North and South America as well as
Africa and Asia, and visited many mines in Australia. As a consulting geologist
he engaged in preparing resource evaluations, exploration programs,
pre-feasibility studies and reports for stock exchanges. Dr. Rhoden's clients
included Anglo American, Placer Dome, Newmont Overseas Exploration, Kazakhstan
Minerals, Ecuadorian Minerals and others.

Dr. Rhoden was a founding Director of Exploration Syndicate, Inc. to August 2010
and served as Chair of the Board of Directors between July 2006 and November
2009.

Dr. Rhoden received a PhD (Mining Geology) at the Royal School of Mines,
Imperial College, London UK. Dr. Rhoden is a certified member of the American
Institution of Professional Geologists, and a member of the Society of Mining
Engineers among other professional associations.

Dr. Rhoden resides in Reno, Nevada, USA.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or executive officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past ten years:

1. A petition under the Federal bankruptcy laws or any state insolvency
law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such
person, or any partnership in which he was a general partner at or
within two years before the time of such filing, or any corporation or
business association of which he was an executive officer at or within
two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);

3. Such person was the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from, or
otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation
of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any Federal or State
authority barring, suspending or otherwise limiting for more than 60
days the right of such person to engage in any activity described in
paragraph (f) (3) (i) of this section, or to be associated with
persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil
action or by the Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by
the Commission has not been subsequently reversed, suspended, or
vacated;

6. Such person was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or
finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State
judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of:

i. Any Federal or State securities or commodities law or regulation;
or

ii. Any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or

8. Such person was the subject of, or a party to, any sanction or order,
not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as
defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.
1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or
persons associated with a member.

OTHER DIRECTORSHIPS

Except as indicated above, none of our directors hold any other directorships in
any company with a class of securities registered pursuant to section 12 of the
Exchange Act or subject to the requirements of section 15(d) of such Act or any
company registered as an investment company under the Investment Company Act of
1940.

BOARD OF DIRECTORS AND DIRECTOR NOMINEES

The Board will consider candidates for directors proposed by security holders,
although no formal procedures for submitting candidates have been adopted.
Unless otherwise determined, at any time not less than 90 days prior to the next
annual Board meeting at which a slate of director nominees is adopted, the Board
will accept written submissions from proposed nominees that include the name,
address and telephone number of the proposed nominee; a brief statement of the
nominee's qualifications to serve as a director; and a statement as to why the
security holder submitting the proposed nominee believes that the nomination
would be in the best interests of our security holders. If the proposed nominee
is not the same person as the security holder submitting the name of the
nominee, a letter from the nominee agreeing to the submission of his or her name
for consideration should be provided at the time of submission. The letter
should be accompanied by a resume supporting the nominee's qualifications to
serve on the Board, as well as a list of references.

The Board identifies director nominees through a combination of referrals from
different people, including management, existing Board members and security
holders. Once a candidate has been identified, the Board reviews the
individual's experience and background and may discuss the proposed nominee with
the source of the recommendation. If the Board believes it to be appropriate,
Board members may meet with the proposed nominee before making a final
determination whether to include the proposed nominee as a member of the slate
of director nominees submitted to security holders for election to the Board.

Some of the factors which the Board considers when evaluating proposed nominees
include their knowledge of and experience in business matters, finance, capital
markets and mergers and acquisitions. The Board may request additional
information from each candidate prior to reaching a determination, and it is
under no obligation to formally respond to all recommendations, although as a
matter of practice, it will endeavor to do so.

CONFLICTS OF INTEREST

Our directors are not obligated to commit their full time and attention to our
business and, accordingly, they may encounter a conflict of interest in
allocating their time between our operations and those of other businesses. In
the course of their other business activities, they may become aware of
investment and business opportunities which may be appropriate for presentation
to us as well as other entities to which they owe a fiduciary duty. As a result,
they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. They may also in the future become
affiliated with entities, engaged in business activities similar to those we
intend to conduct.

In general, officers and directors of a corporation are required to present
business opportunities to a corporation if:

* the corporation could financially undertake the opportunity;

* the opportunity is within the corporation's line of business; and

* it would be unfair to the corporation and its stockholders not to
bring the opportunity to the attention of the corporation.

We plan to adopt a code of ethics that obligates our directors, officers and
employees to disclose potential conflicts of interest and prohibits those
persons from engaging in such transactions without our consent.

AUDIT COMMITTEE

On August 30, 2010 our board of directors appointed an audit committee
consisting of our directors J. Trevor Eyton, Leland Verner and Hugh Aird. J.
Trevor Eyton will serve as committee chair. Due to his subsequent appointment on
September 29, 2010 as our President and Chief Executive Officer, Mr. Aird
resigned from the audit committee on November 8, 2010. Wayne Parsons was
concurrently appointed to fill the ensuing vacancy on the committee. Mr. Verner
resigned from the board of directors on December 16, 2010. Since December 16,
2010, our audit committee consists of our directors J. Trevor Eyton and Wayne
Parsons.

CODE OF ETHICS

We have not adopted a code of ethics that applies to our officers, directors and
employees. When we do adopt a code of ethics, we will disclose it in a Current
Report on Form 8-K.

EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

(a) our principal executive officer;

(b) each of our two most highly compensated executive officers who were
serving as executive officers at the end of the years ended August 31,
2010 and 2009; and

(c) up to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the years ended August
31, 2010 and 2009,

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

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------

WAYNE 2010 6,000 N/A N/A $505,200 N/A N/A N/A N/A
PARSONS (1),
Former 2009 N/A N/A N/A N/A N/A N/A N/A N/A
President,
Former Chief
Executive
Officer,
Former
Treasurer,
Former Chief
Financial
Officer,
Former
Secretary, and
Director (1)

DAN 2010 Nil Nil Nil Nil Nil Nil Nil Nil
GRAVELLE (2),
Former 2009 Nil Nil Nil Nil Nil Nil Nil Nil
President,
Chief
Executive
Officer,
Treasurer,
Chief
Financial
Officer,
Secretary and
Director (2)

----------
(1) Wayne Parsons served as our secretary and treasurer from April 14, 2010
until August 30, 2010. He also served as our president, chief financial
officer and chief executive from April 14, 2010 to September 29, 2010. Mr.
Parsons has been a member of our board of directors since April 14, 2010.
(2) Mr. Gravelle was appointed the President, Chief Executive Officer,
Treasurer, Chief Financial Officer, Secretary and a director of our company
on September 12, 2008. Mr. Gravelle resigned as President, Chief Executive
Officer, Treasurer, Chief Financial Officer, Secretary and a director of
our company on April 14, 2010.

Other than as disclosed below, there are no compensatory plans or arrangements
with respect to our executive officers resulting from their resignation,
retirement or other termination of employment or from a change of control.

On April 14, 2010, we entered into a consulting agreement with Wayne Parsons
whereby Mr. Parsons agreed to provide our company with various consulting
services as the president, chief executive officer, chief financial officer,
secretary and treasurer. In consideration of his services, we agreed to provide
Mr. Parsons with a monthly payment of CDN$1,500 and a one-time grant of
1,000,000 non-transferable options with each option to acquire 1,000,000 shares
of our common stock at a purchase price of US$1.00 per share, exercisable for
five (5) years The aforementioned 1,000,000 options were issued on April 14,
2010 but were subsequently cancelled on November 18, 2010 in consideration for
the issuance to Mr. Parsons of 1,000,000 options under our 2010 Stock Plan on
October 6, 2010. Those options are exercisable at a price of $0.68 per share
until October 6, 2015. The consulting agreement with Mr. Parsons was terminated
upon his resignation as president and chief executive officer on September 29,
2010. No further compensation is payable under the agreement.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As at August 31, 2010, there were 1,000,000 vested and unexercised options held
by our then sole director and officer, Wayne Parsons, with each option
exercisable for the purchase of 1 common share in our capital stock at a
purchase price of US$1.00 per share. During the year ended August 31, 2010,
there were no other unexercised options, no stock that had not vested in regards
to our executive officers, and no equity incentive plan awards for our executive
officers.

OPTIONS GRANTS IN THE YEAR ENDED AUGUST 31, 2010

No other stock options were granted to our executive officers during the year
ended August 31, 2010.

AGGREGATED OPTIONS EXERCISED IN THE YEAR ENDED AUGUST 31, 2010AND YEAR END
OPTION VALUES

There were no stock options exercised during the year ended August 31, 2010.
There were, however, 1,000,000 unexercised options held by our then sole
director and officer, Wayne Parsons, with each option exercisable for the
purchase of 1 common share in our capital stock at a purchase price of US$1.00
per share.

REPRICING OF OPTIONS/SARS

We did not re-price any options previously granted to our executive officers
during the year ended August 31, 2010.

DIRECTOR COMPENSATION

Directors of our company may be paid for their expenses incurred in attending
each meeting of the directors. In addition to expenses, directors may be paid a
sum for attending each meeting of the directors or may receive a stated salary
as director. No payment precludes any director from serving our company in any
other capacity and being compensated for such service. Members of special or
standing committees may be allowed similar reimbursement and compensation for
attending committee meetings. During the year ended August 31, 2010, we paid
$250 in compensation to a director; we did not grant any stock options to our
directors. On October 6, 2010 our board of directors set a fee of $250 per
meeting whether held by telephone or in person. The fee will be payable
quarterly, in arrears, beginning on November 30, 2010, to all directors not
concurrently serving as officers of our company.

PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. We have no material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers, except that stock options
may be granted at the discretion of the board of directors or a committee
thereof.

INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER
MANAGEMENT

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

COMPENSATION COMMITTEE

On August 30, 2010, our Board of Directors appointed a compensation committee of
the Board of Directors consisting of Neville Rhoden, Hugh Aird, and J. Trevor
Eyton. Mr. Eyton will serve as Chair of the committee. Due to his subsequent
appointment on September 29, 2010 as our President and Chief Executive Officer,
Mr. Aird resigned from the compensation committee on November 8, 2010. Leland
Verner was concurrently appointed to fill the ensuing vacancy on the committee
but subsequently resigned from the board of directors on December 16, 2010.
Since December 16, 2010, our compensation committee consists of Neville Rhoden
and J. Trevor Eyton.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 4, 2011, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock.
Beneficial ownership consists of a direct interest in the shares of common
stock, except as otherwise indicated.

Amount and Nature of Percentage
Name and Address of Beneficial Owner Beneficial Ownership of Class %(1)
------------------------------------ -------------------- -------------

Hugh Aird (2) 1,000,000 (3) 1.5
President, Chief Executive Officer, Director
148 A Balmoral Ave
Toronto, ON
Canada M4V 1J4

J. Trevor Eyton (4) 1,000,000 (5) 1.5
Director
130 Adelaide St. West Suite 3303
Toronto, ON
Canada M5H 3P5

Wayne Parsons (6) 1,000,000 (7) 1.5
Director and former President,
Chief Executive Officer, Treasurer,
Secretary, Chief Financial Officer
1455 Corley Drive
London, ON
Canada N6G 2K4

Ann Dumyn (8) 500,000 (9) (10)
Chief Financial Officer, Secretary
and Treasurer
1325 Olde Base Line
Caledon, ON
Canada L7C 0K5

H. Neville Rhoden (11) 500,000 (12) (10)
Director
7024 Heatherwood Dr
Reno, NV
USA 89523

Leland Verner (13) 500,000 (14) (10)
Director
5A Thornwood Road
Toronto, ON
Canada M4W 2R8

John Goodwin (15) 250,000 (16) (10)
Former Director
# 128, 2833 Broadmoor Blvd.
Sherwood Park, AB
Canada T8H 2H3

Dan Gravelle (17) 75,000 (18) (10)
Former President, Chief Executive
Officer, Treasurer, Chief Financial
Officer, Secretary and Director
29773 Niguel Road, Suite A
Laguna Niguel, CA 92677

Peter Jenks (19) 75,000 (20) (10)
Former Director
3 - 408 12th Avenue
Estevan SK S4A 1E5

Directors and Executive Officers
as a Group (1) 5,400,000 8.43%

Monaco Capital Inc. (21)
7 New Road, FL 2#6
Belize City, Belize 34,950,000 54.60%

----------
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
January 4, 2011. As of January 4, 2011, there were 64,000,000 shares of our
company's common stock issued and outstanding.

(2) Hugh Aird became a member of our board of directors on August 30, 2010 and
was appointed our president and chief executive officer on September 29,
2010.

(3) Includes 1,000,000 shares of our common stock underlying options
exercisable by Mr. Aird at a price of US$0.68 per share. The options vested
upon issuance on October 6, 2010, are non-transferrable, and expire on
October 6, 2015.

(4) J. Trevor Eyton became a member of our board of directors on July 19, 2010.

(5) Includes 1,000,000 shares of our common stock underlying options
exercisable by Mr. Eyton at a price of US$0.68 per share. The options
vested upon issuance on October 6, 2010, are non-transferrable, and expire
on October 6, 2015.

(6) Wayne Parsons served as our secretary and treasurer from April 14, 2010
until August 30, 2010. He also served as our president, chief financial
officer and chief executive from April 14, 2010 to September 29, 2010. Mr.
Parsons has been a member of our board of directors since April 14, 2010.

(7) Includes 1,000,000 shares of our common stock underlying options
exercisable by Mr. Parsons at a price of US$0.68 per share. The options
vested upon issuance on October 6, 2010, are non-transferrable, and expire
on October 6, 2015.

(8) Ann Dumyn was appointed our secretary and treasurer on August 30, 2010, and
has served as our chief financial officer since September 29, 2010.

(9) Includes 500,000 shares of our common stock underlying options exercisable
by Ms. Dumyn at a price of US$0.68 per share. The options vested upon
issuance on October 6, 2010, are non-transferrable, and expire on October
6, 2015.

(10) Less than 1%

(11) H. Neville Rhoden became a member of our board of directors on August 30,
2010.

(12) Includes 500,000 shares of our common stock underlying options exercisable
by Mr. Rhoden at a price of US$0.68 per share. The options vested upon
issuance on October 6, 2010, are non-transferrable, and expire on October
6, 2015.

(13) Leland Verner became a member of our board of directors on August 30, 2010.
Mr. Verner resigned from our board of directors on December 16, 2010

(14) Includes 500,000 shares of our common stock underlying options exercisable
by Mr. Verner at a price of US$0.68 per share. The options vested upon
issuance on October 6, 2010, are non-transferrable, and expire on October
6, 2015.

(15) John Goodwin served as a member of our board of directors from April 28,
2010 to September 27, 2010.

(16) Includes 250,000 shares of our common stock underlying options exercisable
by Mr. Goodwin at a price of US$0.68 per share. The options vested upon
issuance on October 6, 2010, are non-transferrable, and expire on October
6, 2012.

(17) Dan Gravelle was appointed the President, Chief Executive Officer,
Treasurer, Chief Financial Officer, Secretary and a director of our company
on September 12, 2008. Mr. Gravelle resigned as President, Chief Executive
Officer, Treasurer, Chief Financial Officer, Secretary and a director of
our company on April 14, 2010.

(18) Includes 75,000 shares of our common stock underlying options exercisable
by Mr. Gravelle at a price of US$0.68 per share. The options vested upon
issuance on October 6, 2010, are non-transferrable, and expire on October
6, 2012.

(19) Peter Jenks served as a member of our board of directors from November 30,
2009 to September 27, 2010.

(20) Includes 75,000 shares of our common stock underlying options exercisable
by Mr. Jenks at a price of US$0.68 per share. The options vested upon
issuance on October 6, 2010, are non-transferrable, and expire on October
6, 2012.

(21) K. Kaffa has voting and dispositive control over securities held by
Monaco Capital Inc.

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control of
our company in the future.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, there have been no transactions or proposed
transactions in which the amount involved exceeds the lesser of $120,000 or one
percent of the average of our total assets at year-end for the last two
completed fiscal years in which any of our directors, executive officers or
beneficial holders of more than 5% of the outstanding shares of our common
stock, or any of their respective relatives, spouses, associates or affiliates,
has had or will have any direct or material indirect interest.

CORPORATE GOVERNANCE

We currently act with four directors, consisting of Wayne Parsons, Hugh Aird, H.
Neville Rhoden, and J. Trevor Eyton.

As of August 30, 2010, we have a standing audit committee and a standing
compensation committee. We do not have a standing nominating committee, but our
entire board of directors acts in that capacity. We believe that our audit
committee and our board of directors are capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting. The board of directors of our company does not believe that
it is necessary at this time to have a standing nominating committee because we
believe that the functions of such committees can be adequately performed by the
board of directors.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF
SECURITIES ACT LIABILITIES

Our Bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law.

The general effect of the foregoing is to indemnify a control person, officer or
director from liability, thereby making us responsible for any expenses or
damages incurred by such control person, officer or director in any action
brought against them based on their conduct in such capacity, provided they did
not engage in fraud or criminal activity.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers or control persons pursuant to the
foregoing provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until a date, which is 90 days after the date of this prospectus, all dealers
that effect transactions in these securities whether or not participating in
this offering, may be required to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Our estimated expenses in connection with the issuance and distribution of the
securities being registered in this Prospectus are as follows:

Commission filing fee $ 254.52
Legal fees and expenses 15,000
Accounting fees and expenses 7,000
Miscellaneous 100
----------
Total $22,354.52
==========

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada Revised Statutes provide that:

* a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful;

* a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper; and

II-1

* to the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defence
of any action, suit or proceeding, or in defence of any claim, issue
or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the defense.

We may make any discretionary indemnification only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be
made:

* by our stockholders;

* by our board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;

* if a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion;

* if a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion; or

* by court order.

Unless limited by our articles of incorporation (which is not the case with our
articles of incorporation) a corporation must indemnify a director who is wholly
successful, on the merits or otherwise, in the defence of any proceeding to
which the director was a party because of being a director of the corporation
against reasonable expenses incurred by the director in connection with the
proceeding.

RECENT SALES OF UNREGISTERED SECURITIES

None.

II-2

EXHIBITS

Exhibit
Number Exhibit Description
------ -------------------

3.1 Articles of Incorporation (incorporated by reference from our
Registration Statement on Form SB-2 filed on October 23, 2006).

3.2 By-laws (incorporated by reference from our Registration Statement on
Form SB-2 filed on October 23, 2006).

3.3 Articles of Merger (incorporated by reference from our Current Report
on Form 8-K filed on April 12, 2010).

3.4 Certificate of Change (incorporated by reference from our Current
Report on Form 8-K filed on April 12, 2010).

4.1 Instrument Defining the Right of Holders - Form of Share Certificate

5.1 Legal Opinion of MacDonald Tuskey

10.1 Mineral Lease Agreement between Royce L. Hackworth and Belva L. Tomany
and Zebra Resources (now know as American Paramount Gold Corp.) dated
April 16, 2010. (incorporated by reference from our Current Report on
Form 8-K filed on April 19, 2010).

10.2 Consulting Agreement between our company and Wayne Parsons dated April
14, 2010. (incorporated by reference from our Current Report on Form
8-K filed on April 27, 2010).

10.3 Convertible Loan Agreement between our company and Monaco Capital Inc.
dated April 22, 2010. (incorporated by reference from our Current
Report on Form 8-K filed on April 27, 2010).

10.4 Option Cancellation Agreement between our company and Wayne Parsons
dated November 18, 2010.

23.1 Consent of De Joya Griffith & Company, LLC

23.2 Consent of MacDonald Tuskey (incorporated in Exhibit 5.1)

II-3

UNDERTAKINGS

The registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a) (3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

2. That for the purpose of determining liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof;

3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering; and

4. That, for the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the
securities, the registrant undertakes that in a primary offering of
securities of the registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to
such purchaser:

(i) Any preliminary prospectus or prospectus of the registrant relating to
the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the registrant or used or referred to by the registrant;

(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the registrant or its
securities provided by or on behalf of the registrant; and

(iv) Any other communication that is an offer in the offering made by the
registrant to the purchaser.

II-4

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defence of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on January 12, 2011.

AMERICAN PARAMOUNT GOLD CORP.

By: /s/ Hugh Aird
------------------------------------------------
Hugh Aird
President, Chief Executive Officer, and Director

In accordance with the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ Hugh Aird President, Chief Executive January 12, 2011
--------------------------- Officer, Director
Hugh Aird

/s/ Ann Dumyn Secretary, Treasurer, January 12, 2011
--------------------------- Chief Financial Officer
Ann Dumyn

II-

Attached files

Indigenous Roots Corp. Reports

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