Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R8.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R2.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R1.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R6.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R3.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R5.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R7.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R9.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R4.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R16.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R12.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R18.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R15.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R17.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R13.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R14.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R11.htm
XML - IDEA: XBRL DOCUMENT - Cannabics Pharmaceuticals Inc.R10.htm
EX-32.1 - CERTIFICATION - Cannabics Pharmaceuticals Inc.amcm_10k31aug12ex32.htm
EX-31.1 - CERTIFICATION - Cannabics Pharmaceuticals Inc.amcm_10k31aug12ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2012

or

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _____________

 

Commission File No. 333-130922

 

AMERICAN MINING CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   20-3373669
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     

970 Caughlin Crossing, Suite 100

Reno, Nevada

  89519
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (702) 465-5213

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes £ No T

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes £ No T

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No £

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes T No £

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer £ Accelerated filer £
Non-accelerated filer £ Smaller reporting company T

 

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

 

The aggregate market value of the Registrant’s Common Stock, computed by reference to the most recent sales price for the Common Stock on November 1, 2012 ($0.25) was $170,050.

 

As of November 1, 2012, the registrant had 680,202 shares of its Common Stock outstanding.

 
 

FORWARD LOOKING STATEMENTS

 

Certain statements made in this Annual Report are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements made in this Report are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the growth and expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements made in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements made in this Report, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

As used in this annual report, the terms “we”, “us”, “our”, “Company”, and “AMC” means American Mining Corporation, unless otherwise indicated.

 

PART I

 

Item 1. Description of Business

 

We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any property we acquire. Exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

 

Our principal offices are located at 970 Caughlin Crossing, Suite 100, Reno, Nevada 89519. Our telephone and facsimile number is (702) 465-5213.

 

History

 

American Mining Corporation was incorporated on September 15, 2004, under the laws of the State of Nevada, as Thrust Energy Corp., for the purpose of acquiring undivided working interests in small oil and gas exploration properties and non-operating interests in both producing and exploration projects throughout the United States and Canada.

 

On September 30, 2010, we increased our authorized capital to 900 million shares of common stock (par value $0.0001) and 100 million shares of preferred stock (par value $0.0001) and effected a 20-for-1 reverse split of our issued and outstanding common stock. As a result of the reverse split, our issued and outstanding common stock was reduced from 13,604,000 shares to 680,202 shares.

 

Due to our inability to earn any meaningful revenue from oil and gas exploration, our management determined in April 2011 that we should change our business plan to include toll milling and refining, mineral exploration and development.

 

On May 5, 2011, we effected a change of name to American Mining Corporation by completing a short form merger with a wholly-owned subsidiary.

 

Our Business

 

We are an exploration stage company engaged in the business of acquiring mineral exploration rights throughout North America, exploring for commercially producible quantities of minerals, and exploiting any mineral deposits we discover that demonstrate economic feasibility. Since we are an exploration stage company, there is no assurance that commercially exploitable reserves of valuable minerals exist on any property that we now own or may own in the future. We will need to do further exploration before a final evaluation of the economic and legal feasibility of our future exploration is determined.

 

1
 

We are presently seeking to acquire mineral exploration rights. Such rights will likely be in the form of an option on patented or unpatented mineral claims prospective for precious metals or ore minerals in North America. Upon acquiring such mineral exploration rights, we will require financing to explore the underlying claims to determine if they contain commercially producible quantities of precious metals or ore minerals. We will be unable to estimate the cost of such exploration until we know the size and location of the property underlying our mineral rights. We expect that such exploration costs will typically consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. There is no assurance that we will be able to locate a suitable exploration property, or that if we do, it will contain commercially producible quantities of minerals.

 

If we discover significant quantities of precious metals or mineral ores on any property underlying our mineral rights, we will begin technical and economic feasibility studies to determine if we have reserves. We will not be able to estimate the cost of such feasibility studies until we know the size and location of the property. We will only consider developing a property if we have proven reserves of precious metals or mineral ores that can be profitably extracted.

 

Any work that would be conducted on a property would be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The professional engineers and geologists we engage will evaluate the information derived from the exploration and excavation, and will advise us on the economic feasibility of removing the mineralized material.

 

We intend to seek out prospective mineral exploration properties by retaining the services of professional mining geologists. As of the date of this Annual Report, we have not selected a geologist. We are initially focusing our exploration efforts in the North America.

 

Any mineral property to be considered for acquisition will require due diligence by our management. Due diligence would likely include purchase investigation costs such as professional fees charged by consulting geologists, preparation of geological reports on properties, title searches and travel costs associated with on-site inspections. During this period, we would also need to maintain our periodic filings with the appropriate regulatory authorities and would incur legal and accounting costs. In the event that our available capital is insufficient to acquire an additional mineral property and sustain minimum operations, we would need to secure additional funding.

 

The focus of our exploration activities will be gold, silver and other precious metals. While it is possible that a mineral property we acquire may host a commercially viable ore deposit suitable for production, we plan to option or sell any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We expect that optioning or selling a deposit found by us to these major mining companies will yield available capital to fund operations, while avoiding the substantial cost and investment horizon involved in mineral property development.

 

The success of our mineral exploration will depend upon finding commercially producible quantities of minerals, which are mineral deposits that have been identified through appropriate spaced drilling or underground sampling as having sufficient tonnage and average grade of metals to profitably remove them.

 

There can be no assurance that we will be able to acquire a mineral property that has commercially producible quantities of any mineral, or that we will discover them if they exist. If we are unable to find reserves of valuable minerals, or if we cannot remove the minerals because we either do not have the capital to do so, or because it is not economically feasible to do so, we may be forced to sell or abandon our mineral interests or to cease our exploration activities altogether.

 

2
 

We do not presently own or have any rights to a mineral property. We have no reserves of any type of mineral.

 

Sources of Available Land for Mining and Exploration

 

There are at least five sources of land available for exploration, development and mining: public lands, private fee lands, unpatented mining claims, patented mining claims, and tribal lands. The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the United States Forest Service, state and Canadian provincial governments, tribal governments, and individuals or entities who currently hold title to or lease government and private lands.

 

The Federal government owns public lands that are administered by the Bureau of Land Management or the United States Forest Service. Ownership of the subsurface mineral estate can be acquired by staking a twenty (20) acre mining claim granted under the General Mining Law of 1872, as amended (the “General Mining Law”). The Federal government still owns the surface estate even though the subsurface can be controlled with a right to extract through claim staking. Private fee lands are lands that are controlled by fee-simple title by private individuals or corporations. These lands can be controlled for mining and exploration activities by either leasing or purchasing the surface and subsurface rights from the private owner. Unpatented mining claims located on public land owned by another entity can be controlled by leasing or purchasing the claims outright from the owners. Patented mining claims are claims that were staked under the General Mining Law, and through application and approval the owners were granted full private ownership of the surface and subsurface estate by the Federal government. These lands can be acquired for exploration and mining through lease or purchase from the owners. Tribal lands are those lands that are under control by sovereign Native American tribes. Areas that show promise for exploration and mining can be leased or joint ventured with the tribe controlling the land.

 

Management Experience

 

Our management has no professional training or technical credentials in the exploration, development, or operation of mines. Consequently, we may not be able to recognize or take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. Moreover, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry. Our management may make mistakes in decisions and choices that could cause our operations and ultimate financial success to suffer irreparable harm.

 

Our sole executive officer will only be devoting approximately 6 hours per week of his time to our business. We do not foresee this limited involvement as negatively impacting our company over the next 12 months because all exploratory work will be performed by outside consultants. If, however, the demands of our business require more time of our sole officer, such as raising additional capital or addressing unforeseen issues with regard to our exploration efforts, he is prepared to adjust his timetable to devote more time to our business. He may, however, not be able to devote sufficient time to the management of our business, as and when needed.

 

Geological and Technical Consultants

 

Since our management is inexperienced with exploration, we intend to retain qualified persons on a contract basis as needed to assist us with our exploration activities, including the survey, exploration, and excavation of any mineral property we may acquire. We do not presently have any verbal or written agreement regarding the retention of any such persons, and we do not intend to retain anyone until we have completed this annual report.

 

Competitive Factors

 

The mining industry is highly fragmented and we will be competing with many other exploration companies looking for minerals. We are one of the smallest exploration companies and are an infinitely small participant in the mineral exploration business.

 

We are an early stage mineral exploration company, which means that we do not have a mineral property with any current mineral resource or mineral reserves defined or any drilling or trenching work proposed. We compete with other early stage and junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in early stage and junior mineral exploration companies. The presence of competing early stage and junior mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration activities if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

 

3
 

We will also be competing with other early stage, junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, mineral exploration supplies and drill rigs.

 

Property Interests and Mining Claims in General

 

Mineral claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mineral claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim located in the United States is challenged by the Bureau of Land Management or the U.S. Forest Service on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.

 

Regulations

 

Mining operations and exploration activities are subject to various national, state/provincial, and local laws and regulations in North America, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We intend to secure all necessary permits for exploration and, if development is warranted on a property, we will file final plans of operation before we start any mining operations.

 

Our activities are also subject to various federal and state/provincial laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. We intend to conduct business with a view to safeguarding public health and the environment and operating in compliance with applicable laws and regulations. We will generally be required to mitigate long-term environmental impacts by stabilizing, contouring, resloping and revegetating various portions of a site after mining operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies. Changes to current state/provincial or federal laws and regulations in North America could in the future require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

 

Employees

 

We currently have no employees other than our sole executive officer. No compensation has been awarded, earned or paid to our officers since inception. We do not have an employment agreement with our sole executive officer. We do not contemplate entering into any employment agreements until such time as we have proven mineral reserves. We do not presently have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole executive officer.

 

We do not intend to hire additional employees during the next 12 months. The acquisition of a suitable mineral exploration property and any exploration activity on that property will be conducted by unaffiliated independent contractors that we will hire, such as a consulting geologist and a mining engineer. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The consulting geologist will evaluate the information derived from the exploration and excavation and the engineer will advise us on the economic feasibility of removing the mineralized material.

 

4
 

We do not have plans to purchase any significant equipment during the next 12 months.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 1B. Unresolved Staff Comments

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 2. Properties

 

We do not presently own or have an interest in any property.

 

Item 3. Legal Proceedings

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

PART II

 

Item 5. Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information.

 

Our shares trade on the OTCQB under the symbol “AMCM”. Very limited trading activity has occurred during the past two years with our common stock; therefore, only limited historical price information is available. The following table sets forth the high and low closing bid prices of our common stock (USD) for the last two fiscal years, as reported by OTC Markets Group Inc. and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

 

QUARTER ENDED HIGH LOW
     
August 31, 2012 $0.20 $0.20
May 31, 2012 $0.20 $0.14
February 28, 2012 $0.15 $0.13
November 30, 2011 $0.33 $0.13
August 31, 2011 $3.00 $0.49
May 31, 2011 $1.01 $0.30
February 28, 2011 $2.10 $0.07
November 30, 2010 $0.07 $0.07

 

Shareholders

 

Our shares of common stock are issued in registered form. The registrar and transfer agent for our shares of common stock is Columbia Stock Transfer Company, 601 E. Seltice Way, Suite 202, Post Falls ID 83854 (Telephone: 208-664-3544; Facsimile: 208-777-8998).

 

On October 12, 2012, the shareholders' list of our shares of common stock showed 26 registered holders of our shares of common stock and 680,202 shares of common stock outstanding. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

 

5
 

Dividend Policy

 

Our board of directors may declare and pay dividends on outstanding shares of common stock out of funds legally available there for in our sole discretion; however, to date no dividends have been declared or paid on common stock.

 

Penny Stock Regulation

 

Our shares must comply with the Penny Stock Reform Act of 1990, which may potentially decrease our shareholders’ ability to easily transfer their shares. Broker-dealer practices in connection with transactions in "penny stocks" are regulated. Penny stocks generally are equity securities with a price of less than $5.00. 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 that provides information about penny stocks and the 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. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer 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 a stock that must comply with the penny stock rules. Since our shares must comply with such penny stock rules, our shareholders will in all likelihood find it more difficult to sell their securities.

 

Item 6. Selected Financial Data

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

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

 

Overview

 

The Company was incorporated in the State of Nevada, on September 15, 2004, as Thrust Energy Corp. On May 5, 2011, the Company changed its name to American Mining Corporation. Our principal offices are in Reno, Nevada.

 

The Company was originally engaged in the exploration, exploitation, development and production of oil and gas projects within North America, but was unable to operate profitably. In May 2011, the Company suspended its oil and gas operations and changed its business to toll milling and refining, mineral exploration and mine development.

 

We intend to acquire and explore mineral properties that we believe have good potential for new mineral discoveries and profitability. We do not presently own or have any rights to a mineral property and we have no reserves of any type of mineral.

 

Financing

 

We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated. Therefore any debt financing of our acquisition or exploration activities may be very costly and result in substantial dilution to our stockholders.

 

6
 

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

 

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the mining industry, and the fact that we have not been profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

 

There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

 

Results of Operations

 

We have not earned any meaningful revenue since inception on September 15, 2004. We do not anticipate earning revenue until such time as we have acquired and entered into commercial production of a mineral exploration property. We are presently in the exploration stage of our business and do not own a mineral exploration property. We can provide no assurance that we will be able to acquire a suitable mineral exploration property, or that we will discover commercially exploitable reserves of valuable minerals on such property, or that if such resources are discovered that we will be able to commercially produce them.

 

We posted an operating loss of $1,652 for the year ended August 31, 2012, resulting from professional fees of $19,849, transfer expenses of $495, and miscellaneous expenses of $58. This was a decrease from our operating loss of $107,310 for the previous fiscal year.

 

Liquidity and Capital Resources

 

As of August 31, 2012 and 2011, we had no assets.

 

As of August 31, 2012, our total liabilities increased to $48,992 from $47,340 as of August 31, 2011. This increase primarily resulted from unpaid professional fees.

 

On August 30, 2011, the Company wrote off as bad debt a total of $100,000 CAD in receivables associated with its investment in certain natural gas properties located in Alberta and assigned it to a former director of the Company in exchange for a release from the $25,000 CAD owed to the former director by the Company, which has been recorded as a gain of $25,000 CAD by the Company. See Note 4 - Related Party Transactions.

 

7A. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

7
 

Item 8. FINANCIAL STATEMENTS

 

AMERICAN MINING CORPORATION

(An Exploration Stage Company)

 

Financial Statements

(Expressed in U.S. Dollars)

 

August 31, 2012 and 2011

 

 

 

Index

 

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Stockholders’ Equity

Statements of Operations and Comprehensive Loss

Statements of Cash Flows

Notes to Financial Statements

 

8
 

 

 

 

 

 

 

To the Board of Directors and

Stockholders of American Mining Corporation

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We have audited the accompanying balance sheets of American Mining Corporation (an exploration stage company) as of August 31, 2012 and 2011, and the related statements of stockholders’ equity, operations and comprehensive loss, and cash flows for the two-year period ended August 31, 2012. American Mining Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Mining Corporation as of August 31, 2012 and 2011, and the results of its operations and its cash flows for the two-year period ended August 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1, the Company has a history of operating losses since inception, no source of revenue, limited cash resources, negative working capital, and its viability is dependent upon its ability to meet its future financing requirements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

 

 

MartinelliMick PLLC

Spokane, Washington

November 28, 2012

 

9
 

American Mining Corporation

(An Exploration Stage Company)

 

Balance Sheets

August 31, 2012

(Expressed in U.S. Dollars)

   2012  2011
           
ASSETS          
           
Current assets          
Cash  $—     $—   
           
Total assets  $—     $—   
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
Liabilities          
           
Current liabilities          
Accounts payable and accrued liabilities  $27,908   $34,145 
Due to a related party   21,084    13,195 
           
Total current liabilities   48,992    47,340 
           
Stockholders' Equity (Deficit)          
           
Share Capital          
           
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued   —      —   
           
Common stock, $0.0001 par value; 900,000,000 shares authorized; 680,202 issued and outstanding   68    68 
           
Additional paid-in capital   362,285    362,285 
           
(Deficit) accumulated during the exploration stage   (411,345)   (409,693)
           
Total stockholders' equity (deficit)   (48,992)   (47,340)
           
Total liabilities and stockholders' equity (deficit)  $—     $—   

 

The accompanying notes are an integral part of these financial statements.

 

10
 

American Mining Corporation

(An Exploration Stage Company)

 

Statements of Stockholders' Equity

For the period from September 15, 2004 to August 31, 2012

(Expressed in U.S. Dollars)

 

                   
               Deficit   
               accumulated  Total
         Additional  Share  during  stockholders'
   Common Stock  paid-in  subscriptions  exploration  equity
   Shares  Amount  capital  received  stage  (deficit)
                               
Issuance of common stock for cash
July 5, 2005, $0.00005 per share
   500,000   $50   $450   $—     $—     $500 
                               
Imputed interest from a shareholder   —      —      21    —      —      21 
                               
Loss and comprehensive loss for the period   —      —      —      —      (1,800)   (1,800)
                               
Balance, August 31, 2005   500,000    50    471    —      (1,800)   (1,279)
                               
Share subscription received   —      —      —      165,000    —      165,000 
                               
Imputed interest from a shareholder   —      —      750    —      —      750 
                               
Loss and comprehensive loss for the year   —      —      —      —      (20,021)   (20,021)
                               
Balance, August 31, 2006   500,000    50    1,221    165,000    (21,821)   144,450 
                               
Share subscription received   180,198    18    360,377    (165,000)   —      195,395 
                               
Imputed interest from a shareholder   —      —      687    —      —      687 
                               
Loss and comprehensive loss for the year   —      —      —      —      (23,203)   (23,203)
                               
Balance, August 31, 2007   680,198    68    362,285    —      (45,024)   317,329 
                               
Loss and comprehensive loss for the year   —      —      —      —      (27,458)   (27,458)
                               
Balance, August 31, 2008   680,198    68    362,285    —      (72,482)   289,871 
                               
Loss and comprehensive loss for the year   —      —      —      —      (114,921)   (114,921)
                               
Balance, August 31, 2009   680,198    68    362,285    —      (187,403)   174,950 
                               
Issuance of common stock for debt settlement
July 21, 2010, $0.10 per share
   4    0    0    —      —      0 
                               
Loss and comprehensive loss for the year   —      —      —      —      (114,980)   (114,980)
                               
Balance, August 31, 2010   680,202    68    362,285    —      (302,383)   59,970 
                               
Loss and comprehensive loss for the year                       (107,310)   (107,310)
                               
Balance, August 31, 2011   680,202    68    362,285    —      (409,693)   (47,340)
                               
Loss and comprehensive loss for the year                       (1,652)   (1,652)
                               
Balance, August 31, 2012   680,202   $68   $362,285   $—     $(411,345)  $(48,992)
                          
                               

The accompanying notes are an integral part of these financial statements.

11
 

American Mining Corporation

(An Exploration Stage Company)

 

Statements of Operations and Comprehensive Loss

(Expressed in U.S. Dollars)

          
   Cumulative from      
   September 15, 2004      
   (inception) to  Year Ended  Year Ended
   August 31, 2012  August 31, 2012  August 31, 2011
                
EXPENSES               
                
Amortization  $2,153   $—     $—   
Bad debt expense   102,228    —      102,228 
Business development   105,227    —      —   
Business acquisition costs   —      (18,750)   18,750 
General and administrative expenses   11,175    45    —   
Interest expenses and bank charges   1,848    13    —   
Leases   3,547    —      —   
Professional fees   110,828    19,849    21,318 
Transfer agent   9,994    495    2,114 
Write-off of oil & gas property   97,635    —      —   
                
Operating loss   444,635    1,652    144,410 
                
Other income and expenses               
Gain on debt settlement   (31,787)   —      (31,787)
Foreign exchange (gain)/loss   (1,503)   —      (5,313)
                
Net loss and comprehensive loss for the period  $(411,345)  $(1,652)  $(107,310)
                
Basic and diluted loss per share       $(0.00)  $(0.16)
                
Weighted average number of common shares outstanding               
- basic and diluted        680,202    680,202 

 

The accompanying notes are an integral part of these financial statements

12
 

American Mining Corporation

(An Exploration Stage Company)

 

Statements of Cash Flows

(Expressed in U.S. Dollars)

          
   Cumulative from      
   September 15, 2004      
   (inception) to  Year Ended  Year Ended
   August 31, 2012  August 31, 2012  August 31, 2011
                
Cash flows from (used in) operating activities               
Net (Loss) for the period  $(411,345)  $(1,652)  $(107,310)
                
Adjustments to reconcile net income to net cash               
 provided by (used in) operating activities:               
- amortization   2,153    —      —   
- imputed interest   1,458    —      —   
- foreign exchange loss   5,040    —      —   
- write-off of oil & gas property   97,635    —      —   
- bad debt   94,960    —      94,960 
Changes in operating assets and liabilities               
- increase (decrease) in due to a related party   21,084    8,713    (20,325)
- increase (decrease) in contingent liabilities   —      (18,750)   18,750 
- increase (decrease) in accounts payable and accrued liabilities   27,908    (12,513)   13,925 
                
Net cash used in operating activities   (161,107)   —      —   
                
Cash flows from (used in) investing activities               
Acquisition of oil and gas interest   (197,635)   —      —   
Purchase equipment   (2,153)   —      —   
                
Net Cash Used in Investing Activities   (199,788)   —      —   
                
Cash flows from (used in) financing activities               
Proceeds from issuance of common stock   360,895    —      —   
                
Increase (decrease) in cash and cash equivalents   —      —      —   
                
Cash and cash equivalents, beginning of period   —      —      —   
                
Cash and cash equivalents, end of period  $—     $—     $—   

 

The accompanying notes are an integral part of these financial statements.

13
 

NOTE 1: NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

 

American Mining Corporation (the "Company"), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp. The Company was originally engaged in the exploration, exploitation, development and production of oil and gas projects within North America, but was unable to operate profitably.

 

In May 2011, the Company changed its name to American Mining Corporation, suspending its oil and gas operations and changing its business to toll milling and refining, mineral exploration and mine development. The Company's principal offices are in Reno, Nevada.

 

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that we will be able to realize our assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, we have incurred operating losses since inception and further losses are anticipated in the development of our business. As of August 31, 2012, we have limited financial resources and require additional financing to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate profitable mineral properties, generate revenue from our planned business operations, and control exploration cost. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. Management plans to fund its future operation by obtaining additional financing and commencing commercial production. However, there is no assurance that we will be able to obtain additional financing from investors or private lenders.

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

 

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. The financial statements have, in management’s opinion been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

 

Accounting Method

 

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. As at August 31, 2012 and 2011, there were no cash equivalents.

 

Use of Estimates

 

The preparation of 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 amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.

 

Concentration of Credit Risk

 

The Company places its cash and cash equivalents with high credit quality financial institutions. There is no deposit insurance on the Company’s accounts.

 

14
 

Fair Value of Financial Instruments

 

ASC 820 “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities;

 

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

 

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

 

The Company's financial instruments include cash and cash equivalents, accounts payable and accrued liabilities and promissory notes. Fair values were assumed to approximate carrying value for these financial instruments, except where noted. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Mineral Property Payments and Exploration Costs

 

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. The Company assesses the carrying costs for impairment when indicators of impairment exist. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserve.

 

Mineral property exploration and development costs are expensed as incurred until the establishment of economically viable reserves.

 

Comprehensive Income

 

The Company adopted ASC 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has no elements of “other comprehensive income” for the years ended August 31, 2012 and 2011.

 

Income Taxes

 

The Company has adopted ASC 740, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

 

Basic and Diluted Loss Per Share

 

In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

15
 

New Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

 

NOTE 3: PREFERRED AND COMMON STOCK

 

Common Stock

 

The Company is authorized to issue up to 900,000,000 shares of common stock, par value $0.0001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

 

As of August 31, 2012 and 2011, the Company had a total of 680,202 shares of common stock outstanding.

 

Preferred Stock

 

The Company is authorized to issue up to 100,000,000 shares of preferred stock, par value $0.0001 per share. No shares of preferred stock have been issued.

 

NOTE 4: RELATED PARTY TRANSACTION

 

On February 8, 2010, the Company’s sole director at the time, advanced the sum of $25,000 CAD ($23,740 USD) on behalf of the Company to the operator of certain natural gas wells located in Alberta (the "Prospect"). The advance was recorded by the Company as a non-interest bearing unsecured loan by the former director to the Company that was due and payable on demand. On August 30, 2011, the Company assigned all its interest in and to the Prospect, including recovery of $100,000 CAD ($94,960 USD) cash receivable from the operator of the Prospect, to the former director in exchange for a release of $25,000 CAD ($23,740 USD) owed to him by the Company.

 

NOTE 5: INCOME TAXES

 

At August 31, 2012, the Company had deferred tax assets of approximately $578 principally arising from net operating loss carryforwards for income tax purposes. As our management cannot determine that it is more likely than not that we will realize the benefit of the deferred tax asset, a valuation allowance equal to the deferred tax asset has been established at August 31, 2012. A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

 

    August 31, 2012   August 31, 2011
Net loss before income taxes $ 1,652 $ 107,310
         
Income tax recovery at statutory rates of 35%   578   37,500
Unrecognized benefits of non-capital losses   (578)   (37,500)
Total income tax recovery $ - $ -

 

The significant components of the deferred tax asset at August 31, 2012 were as follows:

 

    August 31, 2012   August 31, 2011
Deferred tax assets:        
Net operating loss carryforwards $ 144,000 $ 143,500
Valuation allowance   (144,000)   (143,500)
Net deferred tax asset $ - $ -

 

At August 31, 2012, we had net operating loss carryforwards of approximately $411,345, which expire in the year 2027 through 2032. The change in the valuation allowance from 2011 to 2012 was $578.

 

 

16
 

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

 

There were no disagreements with our independent accountants during our two most recent fiscal years as required to be disclosed pursuant to Item 304 of Regulation S-K.

 

Item 9a. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by American Mining Corporation’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer (who are one and the same person), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of August 31, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective.

 

Management’s Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

 

  • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

 

  • provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

 

  • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

The material weaknesses identified are described below.

 

17
 

Procedures for Control Evaluation. Management has not established with appropriate rigor the procedures for evaluating internal controls over financial reporting. Due to limited resources and lack of segregation of duties, documentation of the limited control structure has not been accomplished.

 

Lack of Audit Committee. To date, the Company has not established an Audit Committee. It is management’s view that such a committee, including a financial expert, is an utmost important entity level control over the financial reporting process.

 

Insufficient Documentation of Review Procedures. We employ policies and procedures for reconciliation of the financial statements and note disclosures, however, these processes are not appropriately documented. The Company has only one individual responsible for the preparation of the financial records.

 

Insufficient Information Technology Procedures. Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

 

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of August 31, 2012, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

 

Changes in Internal Control Over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended August 31, 2012, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

CEO and CFO Certifications

 

Appearing immediately following the Signatures section of this report there are Certifications of our CEO and CFO (who are one and the same person). The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

 

18
 

PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(A) of the Exchange Act

 

The following individual serves as the sole director and executive officer of the Company as of the date of this annual report. Directors of the Company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. Executive officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office.

 

 

Name

 

Position

 

Age

Period Served as

Director/Officer

 

Andrew Grundman

 

President, Treasurer, Secretary, Director

 

46

 

08/27/12 to present

 

Andrew Grundman, 46, has been the sole principal of Grundman Law since 2002, providing business consultation and legal services to the mining industry. Mr. Grundman has held senior executive positions and directorships with public and private companies since 2002. His corporate and mineral exploration experience is expected to assist the Company with its efforts to implement profitable operations.

 

During the past five years, Mr. Grundman has held the following positions:

 

Position(s) Held From To Employer Business Operations
         
principal 2012 Present Grundman Law Legal and consulting services to the mining industry
President/Treasurer/director 2012 Present Northridge Ventures Inc. Mineral exploration
consultant 2012 Present Comstock Royalty Mineral exploration
director 2010 2011 Concentric Energy Corp. Mineral exploration
director 2009 2009 SNS Silver Corp. Mineral exploration
director 2008 2009 Sterling Mining Company Mineral exploration
consultant 2006 2009 Minera del Mar S.A. de C.V. Mineral exploration
consultant 2005 2009 Industrial Consulting Group, Inc. Consulting services to the mining industry
general manager 2002 2008 Sunshine Precious Metals, Inc. Mineral exploration

 

All directors serve for terms of one year each, and are subject to re-election at our regular Annual Meeting of Shareholders, unless they earlier resign.

 

There are no material proceedings to which any of our directors, officers or affiliates, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, affiliate, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

 

We have attempted and will continue to attempt to insure that any transactions between us and our officers, directors, principal shareholders, or other affiliates have been and will be on terms no less favorable to us than could be obtained from unaffiliated third parties on an arm’s length basis.

 

Involvement in Certain Legal Proceedings

 

Except as noted herein or below, during the last ten (10) years none of our directors or officers have:

 

(1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

(2) been convicted in a criminal proceeding or subject to a pending criminal proceeding;

 

(3) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 

19
 

(4) been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

Compliance with Section 16(a) of the Exchange Act

 

Under the Securities Laws of the United States, the Company’s Directors, our Executive (and certain other) Officers, and any persons holding more than ten percent of the Company's common stock are required to report their ownership of the Company’s common stock and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established and the Company is required to report in this report any failure to file by these dates.

 

All of these filing requirements were satisfied by the Company’s Officers, Directors, and ten-percent holders.

 

In making these statements, we have relied on the written representation of our Directors and Officers or copies of the reports that they have filed with the Commission.

 

Committees of the Board

 

All proceedings of the board of directors for the fiscal year ended August 31, 2012 were conducted by resolutions consented to in writing by our board of directors and filed with the minutes of the proceedings of our board of directors. Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by the board of directors.

 

The Company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The Company’s board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. The Company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with the Company’s board of directors may do so by directing a written request addressed to our CEO, Andrew Grundman, at the address appearing on the first page of this registration statement.

 

Audit Committee Financial Expert

 

We do not have a standing audit committee. Our directors perform the functions usually designated to an audit committee. Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.

 

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our board of directors does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committees can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

 

20
 

As we generate revenue in the future, we intend to form a standing audit committee and identify and appoint a financial expert to serve on our audit committee.

 

Code of Ethics

 

The Company has adopted a Code of Ethics for Senior Financial Officers that is applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Ethics for Senior Financial Officers is filed as an exhibit to this annual report on Form 10-K.

 

Indemnification

 

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

Item 11. Executive Compensation

 

To date we have no employees other than our officers. No compensation has been awarded, earned or paid to our officers. We have no employment agreements with any of our officers. We do not contemplate entering into any employment agreements until such time as we have proven mineral reserves.

 

There is no arrangement pursuant to which any of our directors has been or is compensated for services provided as one of our directors.

 

There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers or directors. We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

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

 

The following table sets forth, as of November 1, 2012, information concerning ownership of our securities by (i) each director, (ii) each executive officer, (iii) all directors and executive officers as a group; and (iv) each person known to us to be the beneficial owner of more than five percent of each class:

 

The number and percentage of shares beneficially owned includes any shares as to which the named person has sole or shared voting power or investment power and any shares that the named person has the right to acquire within 60 days.

 

21
 

  Beneficial Ownership
Name of Beneficial Owner Common Shares Percentage of class
Andrew Grundman - -
All directors and executive officers, as a group - -
Thomas Mills 500,003 74%

 

The mailing address for all directors, executives officers and beneficial owners of more than 5% of our common stock is 970 Caughlin Crossing, Suite 100, Reno, Nevada 89519.

 

Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. For purposes hereof, a person is considered to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof, upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any such warrants, options or convertible securities that are held by such person (but not those held by any other person) and which can be exercised within 60 days from the date hereof, have been exercised.

 

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

 

On February 8, 2010, Thomas Mills, the Company’s sole director, advanced the sum of $25,000 CAD ($23,740 USD) on behalf of the Company to the operator of certain natural gas wells located in Alberta (the "Prospect"). The advance was recorded by the Company as a non-interest bearing, unsecured loan by Mr. Mills to the Company that was due and payable on demand. Mr. Mills resigned as an officer of the Company on May 31, 2011, and as a director of the Company on July 1, 2011

 

On August 30, 2011, the Company assigned all its interest in and to the Prospect, including recovery of $100,000 CAD cash receivable from the operator of the Prospect to Thomas Mills in exchange for release of the $25,000 CAD owed to him by the Company. Mr. Mills was again appointed as a director of the Company on November 2, 2011, and as the sole officer of the Company on November 3, 2011. Mr. Mills resigned as an officer and director of the Company on April 14, 2012.

 

No other material related party transactions between AMC and its officers, directors or control persons occurred during the fiscal years ended August 31, 2012 and 2011.

 

Item 14. Principal Accounting Fees and Services

 

Audit Fees

 

The aggregate fees billed by MartinelliMick PLLC for professional services rendered for the audit of our annual financial statements included in this Annual Report on Form 10-K for the fiscal year ended August 31, 2012 are expected to be $5,000.

 

The aggregate fees billed by MartinelliMick PLLC for professional services rendered for the audit of our annual financial statements included in this Annual Report on Form 10-K for the fiscal year ended August 31, 2011 were $5,000.

 

Audit Related Fees

 

For the fiscal years ended August 31, 2012, the aggregate fees billed for assurance and related services by MartinelliMick PLLC relating to our quarterly financial statements which are not reported under the caption “Audit Fees” above, were $3,651.

 

Tax Fees

 

For the fiscal years ended August 31, 2012 and 2011, the Company paid no fees for tax compliance.

 

22
 

All Other Fees

 

For the fiscal years ended August 31, 2012 and 2011, the Company did not pay any other fees.

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before MartinelliMick PLLC is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

 

  • approved by our audit committee; or

 

  • entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

 

We do not have an audit committee. Our sole director pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our sole director either before or after the respective services were rendered.

 

PART IV

 

Item 15. Exhibits

 
Exhibit Title
   
3.1 Amended and Restated Articles of Incorporation, American Mining Corporation, incorporated by reference from the Form 8-K filed September 30, 2010.
3.2 Amended and Restated Bylaws, American Mining Corporation, incorporated by reference from the Form 8-K filed May 10, 2011.
3.3 Certificate of Designation, American Mining Corporation, incorporated by reference from the Form 8-K filed May 13, 2011.
14 Code of Ethics for Senior Financial Officers, American Mining Corporation, incorporated by reference from the Form 10KSB filed November 6, 2006
31 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS XBRL Instance Document *
EX-101.SCH XBRL Taxonomy Extension Schema Document*
EX-101.CAL XBRL Taxonomy Extension Calculation Linkbase*
EX-101.DEF XBRL Taxonomy Extension Definition Linkbase*
EX-101.LAB XBRL Taxonomy Extension Labels Linkbase*
EX-101.PRE XBRL Taxonomy Extension Presentation Linkbase*

* Filed herewith.

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

AMERICAN MINING CORPORATION

 

 

Date: November 29, 2012

 

 

 

 

By: /s/ Andrew Grundman

Andrew Grundman, Chief Executive Officer,

Chief Principal Accounting Officer, President

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

SIGNATURE TITLE DATE

 

 

/s/ Andrew Grundman

Andrew Grundman

 

 

Chief Executive Officer, Chief Principal Accounting Officer, President & Director

 

 

November 29, 2012