- Current report filing (8-K)
19 January 2012 - 6:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January
12, 2012
ALL AMERICAN GOLD
CORP.
(Exact name of registrant as specified in its
charter)
Wyoming
|
000-54008
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26-0665571
|
(State or other jurisdiction of
|
(Commission File Number)
|
(IRS Employer
|
incorporation)
|
|
Identification No.)
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700 North High School Road, Suite 203,
Indianapolis, Indiana
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46214
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(Address of principal executive offices)
|
(Zip Code)
|
Registrants telephone number, including area code (
317)
926-4653
___________________________________________________
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01
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Entry into a Material Definitive Agreement
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As previously reported, on August 1, 2011, All American Gold
Corp. (the Corporation, we, us), entered into a consulting services
agreement with Parkside Communications, Inc. of New York, NY, for a term of five
and one-half months (5½) months, whereby Parkside provided consulting services
to the Corporation in the establishment of a formalized investor relations
program. As compensation, the Company agreed to pay $5,000 commencing August 15,
2011 and $5,000 per month on the fifteenth day of each month during the term of
the agreement with the final payment on January 15, 2012, being $2,500, pursuant
to the terms of the consulting services agreement.
On January 13, 2012, the agreement was amended and extended for
a further two months commencing on February 1, 2012. As compensation, the
Company has agreed to pay Parkside $2,500 per month on the first day of each
month during the remaining term of the agreement.
Item 1.02
|
Termination of a Material Definitive
Agreement
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Iowa Canyon Mining Property Lander County, Nevada
On September 9, 2011 we entered into an option agreement (the
TAC Agreement) with TAC Gold Inc. (TAC) in regards to the acquisition of a
15% interest in a mineral exploration property known as the Iowa Canyon
property, located in Lander County, Nevada. TAC holds an underlying option
agreement from Minquest Inc. (Minquest) to acquire a 100% interest in the
property pursuant to a Mineral Property Option Agreement dated April 6, 2010, as
amended on April 6, 2011 (collectively the Underlying Option Agreement). In
consideration of the 15% interest in the Iowa Canyon property, we paid to TAC
the sum of $50,000 concurrently with the execution and delivery of the agreement
and were obliged to pay an additional $50,000 on or before January 11, 2012 in
order to avoid default.
On January 12, 2012, the Board of Directors decided not to
proceed further with the Iowa Canyon property at this time. The decision was
made to instead focus resources on our two primary targets the Belleville and
Goldfield West projects. There will be no further expenditures made in regards
to the Iowa Canyon property.
As a result of the termination of the agreement, All American
is not required to make any further payments or share issuances to TAC.
Item 9.01
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Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ALL AMERICAN GOLD CORP.
/s/ Brent
Welke
Brent Welke
President, Secretary, CEO and Director
Date: January 18, 2012
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