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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended November 30, 2012

 

£ 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. 000-52403

 

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: (888) 505-5808

 

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 check mark 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). T

 

Indicate by check mark 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 Exchange Act). Yes £ No T

 

As of January 11, 2013, the Issuer had 680,202 shares of its Common Stock outstanding.

 

 
 

Part I -- Financial Information

 

Item 1. Financial Statements

 

American Mining Corporation

(An Exploration Stage Company)

 

Balance Sheets

November 30, 2012

(Expressed in U.S. Dollars)

   November 30, 2012  August 31, 2012
   (unaudited)   
       
ASSETS      
       
Current assets      
Cash  $-  $-
       
Total assets  $-  $-
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)          
           
Liabilities          
           
Current liabilities          
Accounts payable and accrued liabilities  $42,945   $27,908 
Due to a related party   21,184    21,084 
           
Total current liabilities   64,129    48,992 
           
Commitments and contingencies   —      —   
           
Stockholders' Equity (Deficit)          
           
Share Capital          
           
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued (2010: Nil)   —      —   
           
Common stock, $0.0001 par value; 900,000,000 shares authorized; 680,202 (2010:  680,202)   68    68 
           
Additional paid-in capital   362,285    362,285 
           
(Deficit) accumulated during the exploration stage   (426,482)   (411,345)
           
Total stockholders' equity (deficit)   (64,129)   (48,992)
           
Total liabilities and stockholders' equity (deficit)  $—     $—   

 

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

 
 

American Mining Corporation

(An Exploration Stage Company)

 

Statements of Operations

(Unaudited)

(Expressed in U.S. Dollars)

          
   Cumulative from      
   September 15, 2004  Three months ended
   (inception) to  November 30
   November 30, 2012  2012  2011
                
EXPENSES               
                
Amortization  $2,153   $—     $—   
Bad debt expense   102,228    —      —   
Business development   105,227    —      —   
General and administrative expenses   11,275    100    —   
Interest expenses and bank charges   1,885    37    —   
Leases   3,547    —      —   
Professional fees   125,828    15,000    10,000 
Transfer agent   9,994    —      245 
Write-off of oil & gas property (note 5)   97,635    —      —   
                
Operating (loss)   (459,772)   (15,137)   (10,245)
                
Other income and expenses               
Gain on debt settlement   31,787    —      —   
Foreign exchange gain/(loss)   1,503    —      —   
                
Net (loss) and comprehensive (loss) for the period  $(426,482)  $(15,137)  $(10,245)
                
Basic and diluted loss per share   —     $(0.02)  $(0.02)
                
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

 

 

 
 

American Mining Corporation

(An Exploration Stage Company)

 

Statements of Cash Flows

(Unaudited)

(Expressed in U.S. Dollars)

          
   Cumulative from      
   September 15, 2004  Three months ended
   (inception) to  November 30
   November 30, 2012  2012  2011
                
Cash flows from (used in) operating activities               
Net Income (Loss)  $(426,482)  $(15,137)  $(10,245)
Adjustments for items not involving cash:               
- amortization   2,153    —      —   
- imputed interest   1,458    —      —   
- foreign exchange loss   5,040    —      —   
- write off of oil & gas property   97,635    —      —   
- bad debt   94,960    —      —   
Changes in operating assets and liabilities               
- increase (decrease) in due to a related party   21,184    —      —   
- increase (decrease) in contingent liabilities   -    —      —   
- increase (decrease)  in accounts payable and accrued liabilities   42,945    15,137    10,245 
                
Net cash used in operating activities   (161,107)   —      —   
                
Cash flows from (used in) investing activities               
Acquisition of oil and gas interest   (197,635)   —      —   
Purchase gas well option   (162,153)   —      —   
                
Net cash used in investing activities   (199,788)   —      —   
                
Cash flows from (used in) financing activities               
Proceeds from issuance of common stock   360,895    —      —   
                
Net cash provided by financing activities   360,895    —      —   
                
Increase in cash   —      —      —   
                
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

 

 
 

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 November 30, 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 November 30, 2012 and August 31, 2012, 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.

 

 
 

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 November 30, 2012 and August 31, 2012.

 

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.

 

 
 

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 4 – 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 November 30, 2012 and August 31, 2012, 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 5 – 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.

 

 
 

Item 2. Management's Discussion and Analysis or Plan of Operations

 

The following discussion and analysis of our plan of operation should be read in conjunction with the financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

 

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.

 

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 $15,137 for the three month period ended November 30, 2012, resulting from professional fees of $15,000 and miscellaneous expenses of $137. This was an increase from our operating loss of $10,245 for the previous fiscal year.

 

Liquidity and Capital Resources

 

As of November 30, 2012 and August 31, 2012, we had no assets.

 

As of November 30, 2012, our total liabilities increased to $64,129 from $48,992 as of August 31, 2012. 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 5 - Related Party Transactions.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by American Mining’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 November 30, 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.

 

Changes in Disclosure Controls and Procedures

 

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 November 30, 2012, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II. Other Information

 

Item 1. Legal Proceedings

 

Neither the Company nor any of its officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against the Company or its officers or directors. None of our officers or directors have been convicted of a felony or misdemeanour relating to securities or performance in corporate office.

 

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 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The Company did not sell any securities during the three month period ended November 30, 2012.

 

Item 3. Default Upon Senior Notes

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

(a) Exhibit

Description

 

  31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  101.INS* XBRL Instance Document.
  101.SCH* XBRL Taxonomy Extension Schema Document.
  101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
  101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
  101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
  101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

*Filed with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Signatures

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AMERICAN MINING CORPORATION
   
   
   
   
Date: January 11, 2013

By: /s/ Andrew Grundman

Andrew Grundman

Chief Executive Officer, President,

Chief Financial Officer and

Principal Accounting Officer