CUSIP
NO. 01643V102
| 1 |
NAMES
OF REPORTING PERSON
AMERICAN
COMMUNITY CAPITAL, LP. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ] |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (See Instructions)
WC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
73,800,000 |
| 8 |
SHARED
VOTING POWER
-0- |
| 9 |
SOLE
DISPOSITIVE POWER
73,800,000 |
| 10 |
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,800,000 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ] |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)*
5.01%* |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| |
|
|
|
| * |
This
calculation is based on 1,472,773,800 shares of Common Stock outstanding as of September 01, 2022 as reported by the Company’s
profile on the OTC Market website. |
CUSIP
NO. 01643V102
| 1 |
NAMES
OF REPORTING PERSON
FRANK
I IGWEALOR |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ] |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
73,800,000 |
| 8 |
SHARED
VOTING POWER
-0- |
| 9 |
SOLE
DISPOSITIVE POWER
73,800,000 |
| 10 |
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,800,000 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ] |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)*
5.01%* |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| |
|
|
|
| * |
This
calculation is based on 1,472,773,800 shares of Common Stock outstanding as of September 01, 2022 as reported by the Company’s
profile on the OTC Market website. |
The
following constitutes the Schedule 13D filed by the undersigned (the Schedule13D)
Item
1. Security and Issuer
This
statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of ALL AMERICAN
GOLD CORP., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1620
Central Avenue, Suite 202, Cheyenne, Wyoming 82001
Item
2. Identity and Background.
(a),
(f) This statement is being filed by:
| (i) | American
Community Capital, LP., a California limited partnership (“ACC”); and |
| (ii) | Mr.
Frank I Igwealor, a citizen of the United States, and Manager of ACC (together with ACC,
the “Reporting Persons”). |
The
Reporting Persons have entered into a joint filing agreement, dated as of September 1, 2022, a copy of which is filed herewith as Exhibit
99.1
(b)
The address of the principal business and principal office of each of the Reporting Persons is 370 Amapola Ave., suite 200A, Torrance,
CA 90501.
(c)
The principal business of ACC is making investments in companies and projects that provide affordable housing, good jobs, and new opportunities
that will connect highly-distressed or underserved neighborhoods to the mainstream US economy. To this end, American Community Capital,
LP. assists its double-bottom-line minded limited partners in finding and investing in businesses and projects that connect underserved
communities with US mainstream economic systems.
The
principal occupation of Mr. Igwealor, among other callings that include financial/wealth/assets management, is to serve as the General
Partner and Manager of ACC.
(d),
(e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
American
Community Capital, LP. (“ACC”) is a California limited partnership that invests in community-development anchored, and underserved
communities-centered businesses. ACC creates partnerships and tools which increase access to cost-effective, market-rate commercial capital
for underserved community-centered businesses through lines of credit from mainstream financial institutions and investments from pension
funds, insurance companies and socially responsible investors to fund programs to meet the changing needs of underserved communities
across the United States. On September 1, 2022, ACC acquired 350,000 shares of Common Stock of ALL AMERICAN GOLD CORP from the open market
for cash. Prior to the purchase, ACC had acquired a total of 73,450,000 shares of Common Stock of ALL AMERICAN GOLD CORP from the open
market for cash. ACC funded the purchase these shares out of its working capital.
Item
4. Purpose of Transaction
The
Reporting Persons believe that the Issuer’s Common Stock is undervalued and is an attractive for PASSIVE INVESTMENT. Accordingly,
when the Issuer posted a change of address on its OTC profile page the Reporting Persons thought it was a good opportunity to purchase
additional shares from the open market.
The
Reporting Persons may in the future, engage in discussions with the Issuer and Issuer’s management and board of directors, other
stockholders of the Issuer and other persons that may relate to governance and board composition, management, operations, business, assets,
capitalization, financial condition, strategic plans and the future of the Issuer. The Reporting Persons may also take one or more of
the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with the Issuer
and Issuer’s management and the board of directors, other stockholders of the Issuer and other persons.
The
Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors and subject to
the obligations described herein, including, without limitation, the Issuer’s financial position and strategic direction, actions
taken by the board, price levels of shares of Common Stock, other investment opportunities available to the Reporting Persons, concentration
of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the
Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate, including, without
limitation, purchasing additional shares of Common Stock or other financial instruments related to the Issuer or selling some or all
of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the
Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a)
The Reporting Person beneficially own in the aggregate 73,800,000 shares of Common Stock, which represents approximately 5.01% of the
Company’s outstanding shares of Common Stock disclosed as beneficially owned by American Community Capital, LP. (“ACC”)
in the applicable table set forth on the cover page to this Statement. The percentage ownership of shares of Common Stock set forth in
this Statement is based on the 1,472,773,800 shares of Common Stock issued and outstanding as of September 01, 2022 as reported by the
Company’s profile on the OTC Market website.
(b)
ACC, as the beneficial owner of the share, may be deemed to have the shared power to vote or direct the vote of (and the shared power
to dispose or direct the disposition of) the Subject Shares. By his position with ACC, Frank I Igwealor may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares.
(c)
Schedule A annex hereto list all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of
the Shares reported are owned by AAC.
(d)
No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Pursuant
to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement
with respect to the joint filing of this Statement, and any amendment or amendments hereto.
Item
7. Material to Be Filed as Exhibits.
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Dated:
September 1, 2022
AMERICAN
COMMUNITY CAPITAL, LP.
| |
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By: |
/s/ Frank
I Igwealor |
|
| |
|
|
Name: Frank
I Igwealor |
|
| |
|
|
Title: General
Partner, Manager |
|
SCHEDULE
A
Transactions
in Securities of the Issuer During the Past Sixty Days
| Nature
of Transaction |
Amount
of Securities Purchased |
Price
per Share ($) |
Date
of Purchase |
| Purchase
of Common Stock |
350,000 |
0.009 |
9/1/2022 |
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