AMNP American Sierra Gold Corporation (PK)

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  UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

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AMERICAN SIERRA GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

5960

(Primary Standard Industrial Classification Code Number)

98-0528416

(I.R.S. Employer Identification Number)

1218 Third Avenue, Suite 505, Seattle, WA 98101

(206) 910-2687

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James Vandeberg                                                              with copy to:

President                                                                            Michele Rasmussen

American Sierra Gold Corp.                                            The Apex Law Group, LLP

1218 Third Avenue, Suite 505                                        1218 Third Avenue, Suite 505

Seattle, Washington 98101                                             Seattle, Washington 98101

(206) 910-2687                                                                   (206) 448-7000

Approximate date of commencement of proposed sale of the securities to the public: From time to time after the

Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box ¨

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

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

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

Accelerated filer Non-accelerated filer ¨            Smaller Reporting Filer þ

(Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this

transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)                   o                                                                                                 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)        o

                                                                                                                           

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be Registered				Proposed Maximum Offering Price Per Share (1)				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, par value $0.001			64,061,040			$	0.16			$	10,249,766.40			$	1,398.07

(1)	Estimated solely for purposes of calculating the registration fee under the Securities Act of 1933, based on the average high and low price on the OTCBB as of October 25, 2012 ($0.16 per share), in accordance with Rule 457(f)(2).

American Sierra Gold Corp’s common stock is listed on the Over the Counter Bulletin Board with the trading symbol “AMNP.”

Note : Specific details relating to the fee calculation shall be furnished in notes to the table, including references to provisions of Rule 457 (§230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information presented in the table.

 

The information in this prospectus is not complete and may be changed. We may not offer these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to completion

Preliminary Prospectus Dated October 31, 2012

 

$10,249,766.40

AMERICAN SIERRA GOLD CORP.

Common Stock

 

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This Prospectus provides a general description of securities we may offer and sell in accordance with the merger agreement entered into with Medinah Gold, Inc. and, our wholly owned subsidiary, American Sierra Gold MergerSub Corp. on August 13, 2012. You should read this Prospectus and the applicable prospectus supplement carefully before you invest in any securities. This Prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement.

Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “AMNP.OB.” On October 25, 2012, the last sales price for our common stock as reported on the OTC Bulletin Board was $0.16 per share.

You should read this Prospectus and each applicable prospectus supplement carefully before you invest in any securities. An investment in our securities involves certain risks. See the “ Risk Factors ” section on page 14 below and in each applicable prospectus supplement to read about the risks you should consider before buying our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is October 31, 2012.

 

TA BLE OF CONTENTS

 

Comparison of Shareholder Rights	44
Securities Act Restrictions on Resale of ASGC Common Stock	44
Legal Matters	44
Experts	44
Where You Can Find More Information	45

 

Annex A	Agreement and Plan of Merger, dated as of August 13, 2012, by and between American Sierra Gold Corp., American Sierra Gold MergerSub Corp. and Medinah Gold, Inc.
Annex B	ASGC’s Annual Report on Form 10-K for the year ended July 31, 2012

REFERENCES TO ADDITIONAL INFORMATION

This prospectus incorporates important business and financial information about ASGC from other documents that are not included in or delivered with this prospectus. This information is available for you to review at the Securities and Exchange Commission’s, or SEC’s, public reference room located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and through the SEC’s website, www.sec.gov. You can also obtain those documents incorporated by reference in this prospectus by requesting them in writing or by telephone at the following address and telephone number:

AMERICAN SIERRA GOLD CORP.
1218 Third Avenue, Suite 505
Seattle, WA 98101
(206) 910-2687
Attention: James Vandeberg

In addition, if you have questions about the transactions described herein, or if you need to obtain copies of the accompanying prospectus or other documents incorporated by reference in the prospectus, you may contact the appropriate contact listed above. You will not be charged for any of the documents you request.

 

For a more detailed description of the information incorporated by reference in the accompanying prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 45 of the accompanying prospectus.

 

FO RWARD-LOOKING STATEMENTS

This prospectus and the documents that are incorporated into this prospectus by reference may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other similar words. These include, but are not limited to, statements relating to the synergies and the benefits that we expect to achieve in the transactions discussed herein, including future financial and operating results, the combined Company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Those statements represent the intentions, plans, expectations, assumptions and beliefs of ASGC and Medinah about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside the control of ASGC and Medinah, and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In addition to the risk factors described under “Risk Factors” beginning on page 14, those factors include:

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possible delays in closing the business combination  due to the inability to obtain  regulatory approval;

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the ability to integrate ASGC’s and Medinah’s businesses and operations;

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the benefits of and the acquisition of  Medinah, including the prospects of the combined businesses, anticipated synergies and cost savings;

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anticipated growth and growth strategies;

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the need for additional capital and the availability of financing;

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the combined companies ability to successfully manage relationships with customers, distributors and other important relationships;

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the combined companies ability to integrate the management team and employees;

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the loss of key personnel or expenditure of a greater amount of resources attracting, retaining and motivating key personnel than in the past;

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the compatibility of business cultures;

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technological changes;

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pricing and availability of products and services;

	·	demand for the combined companies products and services;
	·	competition;

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the deterioration of general economic conditions, either nationally or in the local markets in which we operate;

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legislative or regulatory changes that may adversely affect the combined Company’s business; and

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costs related to the business combination that may reduce combined entity’s working capital.

 

The forward-looking statements are based on current expectations about future events. Although ASGC believes that the expectations reflected in the forward-looking statements are reasonable, these expectations may not be achieved. ASGC is under no duty to update any of the forward-looking statements after the date of this prospectus to conform those statements to actual results.  In evaluating these statements, you should consider various factors, including the risks outlined in the section entitled “Risk Factors” beginning on page 14.

 

SU MMARY

 

The following summary highlights only selected information contained elsewhere in this prospectus and may not contain all the information that may be important to you. Accordingly, you are encouraged to read this prospectus carefully and in its entirety, including its annexes and the documents incorporated by reference in this prospectus. See the section entitled “Where You Can Find More Information” beginning on page ­­­45.

Par ties to the Business Combination

American Sierra Gold Corp. and American Sierra Gold Merger Corp.

We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. At the time of our incorporation, we were incorporated under the name “C.E. Entertainment, Inc.,” and our original business plan was to engage in the sales and marketing of Ukrainian classical music. On May 19, 2009, we changed our name to American Sierra Gold Corp. by way of a merger with our wholly-owned subsidiary, American Sierra Gold Corp., which was formed solely for the purpose of changing our name. In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production.  On June 15, 2012, we effected the one (1) new for fifteen (15) old reverse stock split of our issued and outstanding shares of common stock on the Over-the-Counter Bulletin Board. The reverse stock split was approved on May 22, 2012, by way of a written consent resolution by the Board of Directors.  As a result, our authorized capital decreased from 2,000,000,000 shares of common stock to 133,333,334 shares of common stock and the issued and outstanding decreased from 91,253,626 shares of common stock to 6,083,576 shares of common stock, all with a par value of $0.001. The record date for the reverse stock split was May 22, 2012.

On June 12, 2012, ASGC created a subsidiary, American Sierra Gold Merger Corp., for purposes of this merger transaction whereby Medinah will merge with and into the subsidiary and become a wholly owned subsidiary of ASGC.

 

ASGC’s principal executive offices are located at 1218 Third Avenue, Suite 505, Seattle, WA 98101 and our phone number is (206) 910-2687.

Medinah Gold, Inc.

Medinah was incorporated in 1999 with the aim of establishing an inventory of viable mineral properties in the country of Chile.  Medinah maintains interest in several properties of merit, as well as working agreements with partners in Chile.

The Business Transaction

ASGC is proposing to acquire Medinah pursuant to the merger agreement. ASGC and Medinah have entered into the merger agreement pursuant to which Medinah will merge with and into MergerSub, with Medinah as the surviving entity.  At the effective time of the merger, Medinah shareholders will have their shares converted into the right to receive common shares of ASGC on a one-for-one basis, which is expected to be approximately 64,061,040 shares of common stock.  Medinah shareholders will not receive any fractional shares of ASGC common stock in the merger.  As a result of the business combination, former Medinah shareholders will own ASGC common stock.  A description of the ASGC common stock to be issued as merger consideration is set forth under the section entitled “Description of ASGC Securities” beginning on page 43.

Terms of the merger are as follows: (i) ASGC will issue sufficient shares to repay its present debts, including advances by MMC Mines, Inc., totaling $70,000; and (ii) ASGC will release their current stock transfer agent and appoint American Registrar and Transfer Co.; and (iii) ASGC will appoint new officers and directors, to be set forth in the merger agreement.

  For additional information on the business combination, see “The Business Combination” beginning on page 32 and for additional information on the merger agreement and the related transaction documents, see “The Merger Agreement” beginning on page 35.

Per Share Market Price

 

The ASGC shares are listed on the Over The Counter Bulletin Board and trade under the symbol “AMNP.”  On October 25, 2012, the latest practicable date before the printing of prospectus, the last reported sale price of the ASGC ordinary shares on the Over The Counter Bulletin Board was $0.16 per share.

Rec ommendation of the Medinah Board

The Medinah board has unanimously (i) approved the merger agreement and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth in the merger agreement; (ii) determined that the terms of the merger are fair to, and in the best interests of, Medinah and its shareholders; (iii) directed that the merger agreement be submitted to Medinah shareholders for adoption; (iv) recommended that Medinah shareholders vote in favor of the Medinah merger proposal and (v) declared the advisability of the business combination.

 

See “The Business Combination — Recommendation of the Medinah Board; Medinah’s Reasons for the Business Combination” beginning on page 32.

Me dinah Shareholder Vote

As of August 24, 2012, the record date for the written shareholder consent, Medinah had 40,292,957 shares of common stock issued and outstanding, with each share of common stock entitled to one vote.  Medinah has no preferred stock issued or outstanding.  As of August 24, 2012, 65.7% of the voting common stock of Medinah or 26,472,473 shares of common stock entitled to vote, approved by written consent the merger agreement and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth in the merger agreement.

Inter ests of Officers and Directors in the Business Combination

The directors and officers of ASGC will not continue to be the officers and directors of the combined entity upon the mergers closing.  ASGC shareholders who are shareholders prior to the closing of the merger will continue to be shareholders in the same manner and extent as all other shareholders.  However, existing shareholders will be diluted upon consummation of the merger since ASGC will be issuing approximately 64,061,040 shares of common stock to the shareholders of Medinah.  Aside from common stock ownership, none of the directors and officers of Medinah and ASGC have an interest in the business combination.

These interests are described in more detail in the sections of this document entitled “The Business Combination — Interests of Officers and Directors in the Business Combination” beginning on page 34.

Ma terial U.S. Federal Income Tax Consequences

Material U.S. Federal Income Tax Consequences of the Merger

ASGC and Medinah believe that the merger will be treated as a “tax-free reorganization” under Section 368 (a) of the Internal Revenue Code.

Tax matters are very complicated, and the tax consequences of the merger to a particular shareholder will depend on such shareholder’s circumstances. Accordingly, Medinah and ASGC urge you to consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Acc ounting Treatment

The Merger

The merger will be accounted for as a reverse recapitalization, whereby ASGC will be the continuing entity for financial reporting purposes and will be deemed, for accounting purposes, to be the acquiror of Medinah.  Following the closing of the merger; (i) the current shareholders of Medinah will hold a majority of the issued and outstanding shares of ASGC common stock, on a fully diluted basis, and, therefore, will have voting control of ASGC; (ii) the senior management of Medinah will be the majority of the senior management of ASGC; (iii) the majority of the ASGC board will be appointed by Medinah; and (iv) Medinah’s operations will become the core business of the combined entity following completion of the merger.

Based on the above facts, the respective management of Medinah and ASGC believe that Medinah is not considered as the accounting acquiror, and therefore, the merger contemplated by the merger agreement will be accounted for as a reverse recapitalization. The accounting of the merger will be similar to that of a capital infusion, as the only significant pre-merger assets of ASGC consist of certain mining claims, cash and cash equivalents. No intangible assets or goodwill will be recognized as a result of the merger; accordingly, Medinah will record the shares of ASGC common stock issued in exchange for shares of Medinah common stock based on the carrying value of the assets and liabilities received as of the closing date of the merger.

 

Upon completion of the business combination, the following individuals have been designated as of the date of this prospectus to serve as directors and executive officers of ASGC:

Name	Office
Larry Regis	President and Chief Executive Officer
Garry Goodin	Chief Operating Officer and Vice President Marketing and Sales
Vital Karra	Secretary, Treasurer, Head of Marketing

For more information on the new directors and management of ASGC, see “Post-Merger ASGC Executive Officers and Directors” beginning on page 40.

Co mparison of Shareholder Rights

As a result of the merger, the holders of Medinah common stock will become holders of ASGC common stock. Following the merger, the rights of Medinah shareholders will be governed by the ASGC and MergerSub Articles of Incorporation.  Both companies are incorporated in Nevada and no material differences exist between the governing documents of each entity aside from the par value of their respective authorized amounts of capital stock.  ASGC capital stock has a $0.001 par value and Medinah capital stock has a $0.001 par value.  Each entity has 50,000,000 of authorized capital stock.

 

 

SELE CTED UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL INFORMATION

The following table shows summary unaudited pro forma consolidated combined financial information regarding the financial condition and results of operations of the combined companies after giving effect to the business combination. The summary unaudited pro forma consolidated combined statements of operations for the fiscal year ended July 31, 2012 and combine the historical consolidated statements of operations of ASGC and Medinah giving effect to the business combination as if it had occurred on September 30, 2012.

The summary unaudited pro forma consolidated combined financial information has been derived from and should be read in conjunction with the more detailed unaudited pro forma consolidated combined financial statements of the combined companies included elsewhere in this prospectus and the accompanying notes to those unaudited pro forma consolidated combined financial statements.

The summary unaudited pro forma consolidated combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined companies financial position or results of operations actually would have been had the business combination been completed as of the date indicated. In addition, the summary unaudited pro forma consolidated combined financial information does not purport to project the future financial position or operating results of the combined companies. Also, as explained in more detail in the accompanying notes to the unaudited pro forma consolidated combined financial statements, the merger will be accounted for as a reverse recapitalization, whereby ASGC will be the continuing entity for financial reporting purposes and will be deemed, for accounting purposes, to be the acquiror of Medinah. Following the closing of the merger; (i) the current shareholders of Medinah will hold a majority of the issued and outstanding shares of ASGC common stock, on a fully diluted basis, and, therefore, will have voting control of ASGC; (ii) the senior management of Medinah will be the senior management of ASGC; (iii) the ASGC board will be appointed by Medinah; and (iv) Medinah’s operations will become the core business of the combined entity following completion of the merger.

Effective September 30, 2012, the Company issued 64,061,040 shares of common stock at $0.111 per share to acquire all of the outstanding stock of Medinah Gold, Inc. The purchase is being accounted for as an acquisition as required by SFAS No. 141. Due to ASC No. 805. Medinah Gold, Inc. is considered the predecessor company. Goodwill has been recorded and listed as another asset.

Following is the calculation of net asset value at September 31, 2012:

Calculation of Net Asset Value
Value of shares issued for purchase		$	7,110,775
Plus:
Accounts payable and accrued expenses			9,000
Related party loans			19,985
Less:
Cash			66,641
Prepaid expenses			4,500
Investments			80,000
Mining claims			2,388,565
Net Asset Value		$	4,600,054

Following is the proforma balance sheet and income statement as of the acquisition date, September 30, 2012:

		ASGC				MGI				Merged
ASSETS
Current Assets
Cash		$	6,723			$	59,918			$	66,641
Prepaid Expenses							4,500				4,500
Investments							80,000				80,000
Total Current Assets			6,723				144,418				151,141
Other Assets
Mining claims		$	-				2,388,565				2,388,565
Goodwill		$	-								4,600,054
Total Other Assets							2,388,565				6,988,619
Total Assets			6,723				2,532,983				4,751,195
LIABILITIES
Current Liabilities
Accounts payable and   accrued expenses		$	9,000							$	9,000
Related party loans		$	3,771				16,214				19,985
Note payable			70,000
Total current liabilities			82,771				16,214				28,985
Total Liabilities			82,771				16,214				28,985
STOCKHOLDERS’ EQUITY
Common stock, $.001 par value 133,333,334 authorized, 70,452,770 shares issued and outstanding			6,084				64,061				70,453
Capital in excess of par value			5,194,858				4,262,480				6,478,281
Subscription receivable							(370,000	)			(370,000	)
Accumulated during the development stage			(5,276,990	)			(1,439,772	)			(1,456,524	)
Total stockholders' equity			(76,048	)			2,516,769				4,722,210
Total liabilities and   stockholders' deficit		$	6,723			$	2,532,983			$	4,751,195

 

		ASGC*				MGI				Merged
Statement of Income/(Loss)		$	-				19,983				19,983
Revenue
Exploration and Development							14,492				14,492
Net Revenue							5,491				5,491
General and administrative expenses:
Legal and professional			11,286				14,300				25,586
Shareholder relations			4,387				15,825				20,212
Wages							12,937				12,937
Office supplies							2,232				2,232
Travel							15,112				15,112
Other			1,129				1,800				2,929
Total General and Administrative Expenses			16,802				62,206				79,008
Net profit/(loss)		$	(16,802	)			(56,715	)			(73,517	)

* ASGC includes 2 months ended September 30, 2012.

 

RIS K FACTORS

In addition to the other information contained in or incorporated by reference into this prospectus, you should carefully consider the following risk factors in deciding whether to vote or instruct your vote to be cast to approve the proposals described in this prospectus.

 

RIS KS ASSOCIATED WITH OUR INDUSTRY

Environmental Controls Could Curtail or Delay Exploration and, If Mineral Reserves are Found, Development of Our Mines and Impose Significant Costs on Us.

We are required to comply with numerous environmental laws and regulations imposed and enforced by foreign, federal, provincial, state and local authorities. At the federal level, legislation such as the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation Liability Act and the National Environmental Policy Act impose effluent and waste standards, performance standards, air quality and emissions standards and other design or operational requirements for various components of mining and mineral processing, including gold and silver mining and processing. In addition, insurance companies are now requiring additional cash collateral from mining companies in order for the insurance companies to issue a surety bond. This addition of cash collateral for a bond could have a significant impact on our ability to bring properties into production.

Many states have also adopted regulations that establish design, operation, monitoring, and closing requirements for mining operations. Under these regulations, mining companies are required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of mining operations. Additionally, Nevada and other states require mining operations to obtain and comply with environmental permits, including permits regarding air emissions and the protection of surface water and groundwater. Although we believe that the mining properties we currently have an interest in are in compliance with applicable federal and state environmental laws, changes in those laws and regulations may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, and if we find mineral reserves, development and production activities. Any of these results could force us to curtail or cease our business operations.

Development and Operation of Mining Projects Involve Numerous Uncertainties.

Mine development projects typically require a number of years and significant expenditures during the development phase before production is possible.

Mining development projects are subject to the completion of successful feasibility studies, issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as:

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estimation of reserves;

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anticipated metallurgical recoveries;

•

future gold and silver prices; and

•

anticipated capital and operating costs of such projects.

If mineral reserves are found, our mine development projects may have limited relevant operating history upon which to base estimates of future operating costs and capital requirements. Estimates of proven and probable reserves and operating costs determined in feasibility studies are based on geologic and engineering analyses.

Any of the following events, among others, could affect the profitability or economic feasibility of a project:

•

unanticipated changes in grade and tonnage of material to be mined and processed;

•

unanticipated adverse geotechnical conditions;

•

incorrect data on which engineering assumptions are made;

•

costs of constructing and operating a mine in a specific environment;

 

•

availability and cost of processing and refining facilities;

•

availability of economic sources of power;

•

adequacy of water supply;

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adequate access to the site;

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unanticipated transportation costs;

•

government regulations (including regulations relating to prices, royalties, duties, taxes, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands);

•

fluctuations in metal prices; and

•

accidents, labor actions and force majeure events.

Any of the above referenced events may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, development and production activities. Any of these results could force us to curtail or cease our business operations.

Mineral Exploration is Highly Speculative, Involves Substantial Expenditures, and is Frequently Non-Productive.

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. Few prospects that are explored end up being ultimately developed into producing mines. To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. We cannot assure you that our mineral exploration efforts will be successful. The risks associated with mineral exploration include:

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the identification of potential economic mineralization based on superficial analysis;

•

the quality of our management and our geological and technical expertise; and

•

the capital available for exploration and development.

Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. Because of these uncertainties, our current and future exploration programs may not result in the discovery of reserves, the expansion of our existing reserves or the further development of our mines.

The Prices of Gold and Silver are Highly Volatile And A Decrease in the Price of Gold or Silver Would Have A Material Adverse Effect on Our Business.

The profitability of mining operations is directly related to the market prices of metals. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations of metals from the time development of a mine is undertaken to the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop one or more of our mining properties at a time when the price of metals makes such exploration economically feasible and, subsequently, incur losses because the price of metals decreases. Adverse fluctuations of the market prices of metals may force us to curtail or cease our business operations.

 

Insurance Costs Could Have an Adverse Effect on Our Profitability.

 

Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, cave-ins, changes in technology or mining techniques, periodic interruptions because of inclement weather and industrial accidents. Although maintenance of insurance to ameliorate some of these risks is part of our proposed exploration program associated with those mining properties we have an interest in, such insurance may not be available at economically feasible rates or in the future be adequate to cover the risks and potential liabilities associated with exploring, owning and operating our properties. Either of these events could cause us to curtail or cease our business operations.

 

Due to the Uncertain Nature of Exploration, There is a Substantial Risk That We May Not Find Economically Exploitable Reserves of Gold and/or Silver.

The search for valuable minerals is an extremely risky business. We do not know whether the claims and properties that we have optioned contain commercially exploitable reserves of gold and/or silver. The likelihood of success must be considered in light of the costs, difficulties, complications, problems and delays encountered in connection with the exploration of mineral properties. These potential problems include, but are not limited to, additional costs and unanticipated delays and expenses that may exceed current estimates.

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

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

We Face Significant Competition in the Mineral Exploration Industry.

We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with the acquisition of exploration properties and leases on prospects and properties and in connection with the recruitment and retention of qualified personnel. Such competition may result in our being unable to acquire interests in economically viable gold and silver exploration properties or qualified personnel.

RISK S ASSOCIATED WITH OUR COMMON STOCK

Our Common Stock Is Quoted on the OTCBB, Which May Have an Unfavorable Impact on Our Stock Price and Liquidity.

Our common stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The OTCBB market is an inter-dealer market much less regulated than the major exchanges and, therefore, our traded shares of common stock are subject to abuses, volatility and shorting. Thus, there is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there, which may make it difficult to sell your shares of our common stock within any particular time period, for an acceptable price, or at all. Our common stock is considered highly speculative and there is no certainty that our common stock will continue to be listed for trading on the OTCBB or on any other form of quotation system or stock exchange.

 

The Market Price of Our Common Stock is Highly Volatile, Which Could Hinder Our Ability to Raise Additional Capital.

 

The market price of our common stock has been and is expected to continue to be highly volatile. Factors, including regulatory matters, concerns about our financial condition, operating results, litigation, government regulation, developments or disputes relating to agreements, title to our properties or proprietary rights, may have a significant impact on the market price of our stock. In addition, potential dilutive effects of future sales of shares of common stock by shareholders and by us, and subsequent sale of common stock by the holders of warrants and options could have an adverse effect on the price of our securities, which could hinder our ability to raise additional capital to fully implement our business, operating and development plans.

Penny Stock Regulations Affect Our Stock Price, Which May Make It More Difficult For Investors to Sell Their Stock.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from 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 must also 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 becomes subject to the penny stock rules. Our securities are subject to the penny stock rules, and investors may find it more difficult to sell their securities.

 

The Existence of Indemnification Rights to Our Directors and Officers May Result in Substantial Expenditures by the company and May Discourage Lawsuits Against Our Directors and Officers.

Our organizational documents contain provisions that limit the liability of our Directors for monetary damages and provide for indemnification of our executive officers and Directors. These provisions may discourage shareholders from bringing a lawsuit against our Directors and officers for breaches of fiduciary duty and may also reduce the likelihood of derivative litigation against our Directors and officers even though such action, if successful, might otherwise have benefited the shareholders. In addition, a shareholder’s investment in the company may be adversely affected to the extent that costs of settlement and damage awards against our officers or Directors are paid by the company pursuant to the indemnification provisions in the company’s governing documents. The impact on a shareholder’s investment in terms of the cost of defending a lawsuit may deter the shareholder from bringing suit against one of our officers or directors. We have been advised that the United States Securities and Exchange Commission (“SEC”) takes the position that these provisions do not affect the liability of any officer or director under applicable federal and state securities laws.

 

ASGC may sell equity securities in the future, which would cause dilution.

ASGC may sell equity securities in the future to obtain funds for general corporate or other purposes. ASGC may sell these securities at a discount to the market price. Any future sales of equity securities will dilute the holdings of existing holders of ASGC common stock, possibly reducing the value of their investment.

RISK FACTORS RELATING TO OUR BUSINESS COMBINATION

If the merger does not qualify as a reorganization under Section 368(a) of the Code, the shareholders of Medinah may be required to pay substantial U.S. federal income taxes.

Although each of ASGC and Medinah believes that the merger should qualify as a tax-free reorganization under the Code, it is possible that the IRS may assert that the merger fails to qualify as such. If the IRS were successful in any such contention, or if for any other reason the merger were to fail to qualify as a tax-free reorganization, then (i) each Medinah shareholder would recognize gain or loss with respect to all such shareholder’s shares of Medinah common stock based on the difference between (A) the fair market value of ASGC Common Stock received in the merger and (B) such shareholder’s tax basis in the Medinah common stock surrendered in the merger; and (ii) Medinah would recognize gain or loss with respect to all of its assets based on the difference between (A) the sum of the fair market value of the ASGC common stock transferred pursuant to the merger and the liabilities deemed assumed by ASGC for U.S. federal income tax purposes and (B) Medinah’s aggregate tax basis in all of its assets.

 

Medinah shareholders cannot be sure of the market value of the shares of ASGC common stock to be issued upon completion of the business combination.

Medinah shareholders will receive a fixed number of shares of ASGC common stock   in the business combination rather than a number of shares with a particular fixed market value. The market values of ASGC common stock and the Medinah common stock at the time of the business combination may vary significantly from their prices on the date the merger agreement was executed, the date of this prospectus or the dates on which Medinah shareholders vote on the business combination. Because the Exchange Ratio will not be adjusted to reflect any changes in the market prices of ASGC common stock, the market value of the ASGC common stock issued in the merger and the Medinah common stock surrendered in the merger may be higher or lower than the values of these shares on earlier dates. 100% of the merger consideration to be received by Medinah shareholders will be ASGC common stock.

Following consummation of the business combination, the market price of ASGC’s securities may be influenced by many factors, some of which are beyond its control, including those described above and the following:

·

changes in financial estimates by analysts;

·

announcements by it or its competitors of significant contracts, productions, acquisitions or capital commitments;

·

fluctuations in its quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

·

general economic conditions;

·

changes in market valuations of similar companies;

·

terrorist acts;

·

changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

 

 

·

future sales of ASGC common stock;

·

regulatory developments in the United States, foreign countries or both;

·

litigation involving ASGC, its subsidiaries or its general industry; and

·

additions or departures of key personnel.

The market value of ASGC common stock may vary significantly from the date of Medinah’s shareholder approval to the date of the completion of the business combination. You are urged to obtain up-to-date prices for ASGC common stock. There is no assurance that the business combination will be completed, that there will not be a delay in the completion of the business combination or that all or any of the anticipated benefits of the business combination will be obtained.

Neither the ASGC board nor the Medinah board obtained a fairness opinion in determining whether or not to proceed with the business combination and, as a result, the terms may not be fair from a financial point of view to the shareholders of ASGC and/or Medinah.

In analyzing the business combination, each of the ASGC board and the Medinah board conducted significant due diligence on Medinah and ASGC, respectively. Each of the ASGC board and the Medinah board believes that because of the financial skills and background of its respective directors, each of the ASGC board and the Medinah board was qualified to conclude that the business combination is fair from a financial perspective to its respective shareholders. Notwithstanding the foregoing, neither of the ASGC board nor the Medinah board obtained a fairness opinion to assist it in its determination. Accordingly, the ASGC board and/or the Medinah board may be incorrect in its assessment of the fairness of the business combination from a financial point of view to the shareholders of ASGC and/or Medinah.

There are inherent risks in the ASGC board’s performing its own valuation and analysis in determining the fair value of Medinah.

The ASGC board may have limited experience in valuing certain business prospects of Medinah. As a result, the ASGC board may be unable to effectively value and analyze the business of Medinah. If the ASGC board is unable to effectively value Medinah, it may pay merger consideration in connection with the merger that is greater than would otherwise be paid had the board obtained a fairness opinion.

Failure to successfully combine and integrate the businesses of ASGC and Medinah in the expected time frame may adversely affect ASGC’s future results.

The success of the business combination will depend, in part, on ASGC’s ability to realize the anticipated benefits from combining the businesses of ASGC and Medinah as further described in the section titled “ “The Business Combination — Recommendation of the Medinah Board; Medinah’s Reasons for the Business Combination” beginning on page 32. To realize these anticipated benefits, the businesses of ASGC and Medinah must be successfully integrated and combined. ASGC and Medinah have been independent companies, and they will continue to be operated as such until the completion of the business combination. The management of ASGC may face significant challenges in integrating the technologies, organizations, procedures, policies and operations, as well as addressing the different business cultures at the two companies, and retaining key personnel. If the combined Medinah is not successfully integrated, the anticipated benefits of the business combination may not be realized fully or at all or may take longer to realize than expected. The integration process and other disruptions resulting from the business combination may also disrupt Medinah’s ongoing businesses and/or adversely affect its relationships with employees, customary regulators and others with whom it has business or other dealings.

 

The merger agreement limits Medinah’s ability to pursue alternatives to the business combination.

 

Medinah has agreed that it will not solicit, initiate, knowingly encourage or facilitate inquiries or proposals or engage in discussions or negotiations regarding takeover proposals, subject to limited exceptions, including that Medinah may take certain actions in the event it receives an unsolicited takeover proposal that constitutes a superior proposal or is reasonably expected to lead to a superior proposal, and the Medinah board determines in good faith, after consultation with its outside legal counsel, that a failure to take action with respect to such takeover proposal would be inconsistent with its fiduciary duties. Medinah has also agreed that the Medinah board will not change its recommendation to its shareholders or approve any alternative agreement, subject to limited exceptions, including that, at any time prior to the Medinah business combination approval, the Medinah board may make a change in recommendation in response to a superior proposal, if the Medinah board concludes in good faith that a failure to change its recommendation would be inconsistent with the exercise of its fiduciary duties to its shareholders under applicable laws and, if ASGC shall not have, within a reasonable amount of time from its receipt of notice of such superior proposal, made an offer that the Medinah board determines, in good faith, to be at least as favorable to Medinah’s shareholders as such superior proposal. The merger agreement also requires that Medinah call, give notice of and hold a meeting of its shareholders for the purposes of obtaining the applicable shareholder approval. This special meeting requirement does not apply to a party in the event that the merger agreement is terminated in accordance with its terms. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Medinah from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher price per share than that proposed in the business combination, or might result in a potential competing acquiror proposing to pay a lower price per share to acquire Medinah than it might otherwise have been willing to pay.

 

Certain directors and executive officers of ASGC and Medinah may have interests in the business combination that are different from, or in addition to or in conflict with, yours.

Executive officers of ASGC and Medinah negotiated the terms of the business combination and each of the ASGC board and the Medinah board approved the business combination and the transactions contemplated thereby and recommend that you vote in favor of the proposals to approve the business combination. These directors and executive officers may have interests in the business combination that are different from, or in addition to or in conflict with, yours. You should be aware of these interests when you consider your board of directors’ recommendation that you vote in favor of the approval and adoption of the merger agreement and the consummation of the transactions contemplated thereby. For a discussion of the interests of directors and executive officers in the business combination, see “The Business Combination — Interests of Officers and Directors in the Business Combination” beginning on page 34.

Failure to complete the business combination could negatively affect the stock prices, businesses and financial results of ASGC and Medinah, respectively.

If the business combination is not completed, the ongoing businesses of ASGC and Medinah may be adversely affected and ASGC and Medinah will be subject to several risks and consequences, including the following:

·

ASGC and Medinah will be required to pay certain costs relating to the business combination, whether or not the business combination is completed, such as significant fees and expenses relating to financing arrangements and legal, accounting and printing fees;

·

under the merger agreement, each of ASGC and Medinah is subject to certain restrictions on the conduct of its business prior to completing the business combination which may adversely affect its ability to execute certain of its business strategies;

·

matters relating to the business combination may require substantial commitments of time and resources by ASGC and Medinah management, which could otherwise have been devoted to other opportunities that may have been beneficial to ASGC and Medinah as independent companies, as the case may be.

In addition, if the business combination is not completed, ASGC and/or Medinah may experience negative reactions from the financial markets and from Medinah’s customers and employees. ASGC and Medinah also could be subject to litigation related to a failure to complete the business combination or to enforce their respective obligations under the merger agreement. If the business combination is not consummated, ASGC and Medinah cannot assure their respective shareholders that the risks described will not materially affect the business, financial results and stock prices of ASGC and/or Medinah.

ASGC and Medinah will incur significant transaction and merger-related transition costs in connection with the business combination.

ASGC and Medinah expect that they will incur significant, non-recurring costs in connection with consummating the business combination and integrating the operations of ASGC and Medinah. ASGC and Medinah will also incur significant fees and expenses relating to financing arrangements and legal, accounting and other transaction fees and costs associated with the business combination. The merger agreement provides that the expenses for the business combination will be paid by Medinah, unless the business combination is terminated, in which case each party must pay its own expenses.

The unaudited pro forma financial information included elsewhere in this prospectus may not be indicative of what the combined companies actual financial position or results of operations would have been.

The unaudited pro forma financial information in this prospectus is presented for illustrative purposes only, has been prepared based on a number of assumptions and is not necessarily indicative of what the combined companies actual financial position or results of operations would have been had the business combination been completed on the dates indicated. The unaudited pro forma consolidated financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined companies may achieve as a result of the business combination or the costs to combine the operations of ASGC and Medinah or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. See “Selected Unaudited Pro Forma Consolidated Combined Financial Information” beginning on page 11 for more information.

 

INF ORMATION ABOUT AMERICAN SIERRA GOLD CORP. AND

AMERICAN SIERRA GOLD MERGERSUB CORP.

Ove rview

We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. At the time of our incorporation, we were incorporated under the name “C.E. Entertainment, Inc.,” and our original business plan was to engage in the sales and marketing of Ukrainian classical music. On May 19, 2009, we changed our name to American Sierra Gold Corp. by way of a merger with our wholly-owned subsidiary, American Sierra Gold Corp., which was formed solely for the purpose of changing our name. In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production.  On June 15, 2012, we effected the one (1) new for fifteen (15) old reverse stock split of our issued and outstanding shares of common stock on the Over-the-Counter Bulletin Board. The reverse stock split was approved on May 22, 2012, by way of a written consent resolution by the Board of Directors.  As a result, our authorized capital decreased from 2,000,000,000 shares of common stock to 133,333,334 shares of common stock and the issued and outstanding decreased from 91,253,626 shares of common stock to 6,083,576 shares of common stock, all with a par value of $0.001. The record date for the reverse stock split was May 22, 2012.

On June 12, 2012 ASGC created a subsidiary, American Sierra Gold Merger Corp., for purposes of this merger transaction whereby Medinah will merge with and into the subsidiary and become a wholly owned subsidiary of ASGC.

Red emption Rights and Approval for Business Combination

Due to Medinah merging with and into MergerSub, a wholly owned subsidiary of ASGC, ASGC shareholder approval is not necessary to consummate the proposed business combination under the Nevada Revised Statutes.  The ASGC Board of Directors approved the business combination via special meeting on August 13, 2012.  Additionally, redemption rights are not available to ASGC shareholders under ASGC’s Articles of Incorporation or Bylaws or by way of any separate shareholder agreement.

Com petition

If ASGC succeeds in effecting the merger with Medinah or another business combination, there will be, in all likelihood, intense competition from competitors of the target business in the our industry. ASGC cannot assure you that, subsequent to a business combination, ASGC will have the resources or ability to compete effectively.

Em ployees

As of October 25, 2012, ASGC had no employees other than our sole director and executive officer. ASGC engages contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our acquisition and exploration activities.

Prope rty, Plant and Equipment

On October 1, 2009, ASGC entered into an operating lease agreement for office space with an unrelated third party. The quarterly lease rate was $319. Rent expense for the year ended July 31, 2010, was $1,317. ASGC terminated this lease commitment in May 2010.

 

Shortly thereafter, ASGC made arrangements to use space occupied by Mr. James Vandeberg, Director and officer of ASGC. ASGC paid $500 per month for use of this space as its principal corporate offices from January 1, 2011 to July 31, 2011. Since then Mr. Vandeberg has been donating his office space for use by ASGC. ASGC plans to use space provided by Mr. Vandeberg until it is no longer suitable for its operations or circumstances demand otherwise.

Leg al Proceedings

There is no litigation currently pending or, to ASGC’s knowledge, contemplated against ASGC or any of its officers or directors in their capacity as such.

 

Man agement’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. Our primary business focus is to acquire, explore and develop gold properties in North America. As discussed previously in the Annual Report on Form 10-K attached hereto as Annex B, we recently acquired six mineral claims in the Adams Ridge area of British Columbia. The Adams Ridge Claims are the only claims we own. We are in the exploration stage with limited operating history and no revenues from our business activities.

On May 19, 2009, we conducted a 40:1 forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 50,000,000 shares of common stock, $0.001 par value per share, to 2,000,000,000 shares of common stock, $0.001 par value per share.

On May 30, 2012, we conducted a one (1) new for fifteen (15) old reverse stock split of our issued and outstanding shares of common stock on the Over-the-Counter Bulletin Board. As a result, our authorized capital decreased from 2,000,000,000 shares of common stock to 133,333,334 shares of common stock and the issued and outstanding decreased from 91,253,626 shares of common stock to 6,391,730 shares of common stock, all with a par value of $0.001. Unless specifically stated otherwise, all share amounts referenced in this Item 7 will refer to post-forward stock split share amounts.

For additional information on our business, please see Part 1, Item 1 “Business Overview” of the Annual Report on Form 10-K attached to this prospectus as Annex B.

The following is a discussion and analysis of our plan of operation for the year ended July 31, 2012, and the factors that could affect our future financial condition and plan of operation.

Going Concern Consideration

The Company’s financial statements in the Annual Report on Form 10-K attached hereto as Annex B have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has no revenues and has accumulated losses since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity and/or debt financing, and the attainment of profitable operations. The financial statements contained in the Annual Report on Form 10-K attached hereto as Annex B do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

Due to the doubt about our ability to continue as a going concern, we may in the future explore new business opportunities that we believe would be beneficial to our stockholders. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our acquisition and exploration activities, our business may fail and our stockholders may lose some or all of their investment.

Impact of Inflation

Since our inception in 2007, inflation has not had a material effect on our revenues.

Recent Accounting Pronouncements

Disclosure regarding recent accounting pronouncements is contained in Note 12 to our Notes to Financial Statements contained in the Annual Report on Form 10-K attached to this prospectus as Annex B, which disclosure is incorporated herein by reference.

 

 

CRITICAL ACCOUNTING POLICIES

Mineral property acquisition, exploration and related costs are expensed as incurred unless proven and probable reserves exist and the property may commercially be mined. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and develop the property for production, may be capitalized. Interest costs, if any, allocable to the cost of developing mining properties and to constructing new facilities are capitalized until operations commence. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. All such capitalized costs, and estimated future development costs, are then amortized using the units-of-production method over the estimated life of the ore body. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.

Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value. The Company currently does not have any capitalized mining costs and therefore no adjustments are needed.

See also Note 1 to the Notes to the Financial Statements included in the Annual Report on Form 10-K attached to this prospectus as Annex B, which disclosure is incorporated herein by reference.

RESULTS OF OPERATIONS

For ease of presentation in the following discussions of “Results of Operations” and “Liquidity and Capital Resources,” we round amounts less than one million dollars to the nearest thousand dollars and amounts greater than one million dollars to the nearest hundred thousand dollars.

Fiscal Year Ended July 31, 2012 Compared to Fiscal Year Ended July 31, 2011

Revenues

We generated no revenues during the years ended July 31, 2012 and July 31, 2011, respectively, and do not anticipate generating any revenues unless we are successful at locating commercial quantities of minerals on one or more of our Adams Ridge Claims sites, and are able to successfully extract and sell such minerals.

Net Loss

We had a net loss of $78,000 for the fiscal year ended July 31, 2012, as compared to a net gain of $276,000, for the fiscal year ended July 31, 2011. The net loss in the fiscal year ended July 31, 2012, was due to lack of revenue. The gain in 2011 resulted from forgiveness of debt.

Operating Expenses

We continued to experienced an overall decrease in our year-to-year operating expenses, which was attributable to the transactional costs related to the change in our business to a mineral exploration and development company that occurred in the fiscal year ended July 31, 2010, with no such material change to our business operations occurring during the fiscal year ended July 31, 2012.

Our operating expenses totaled $60,000 in the year ended July 31, 2012, as compared to $167,000 in the year ended July 31, 2011. The difference is attributable to reduced activities.

Our rent expenditures for the year ended July 31, 2012, totaled $0, as compared to rent expenditures of $5,500 during the period from September 2010 to July 2011. Mr. Vandeberg is currently donating use of his offices to us due to our limited cash reserves.

 

Interest Expense

 

We had total interest expense of $8,000 in the year ended July 31, 2012, compared to $6,000 in the year ended July 31, 2011.

 

 

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2012, we had current assets totaling $259.00 ($259.00 in cash) and total liabilities of $60,000 (all of current liabilities). Our current liabilities at July 31, 2012, consisted of accounts payable and accrued expenses of $11,000, $4,000 of related party loans $35,000 of a note payable and $9,000 of convertible notes payable. With very low cash reserves, and a working capital deficit of $5.3 million, we do not have sufficient sources of funding to enable us to carry out our stated plan of operations over the next twelve months.

In order to continue operating, we are taking steps to raise additional financing through the issuance of debt and/or equity securities, as well as exploring other options, including the possibility of entering into a strategic arrangement with a third party.

The following table shows our cash flow for the fiscal years ended July 31, 2012 and 2011, respectively.

	Year Ended
	July 31,
	2012					2011
Net Cash Provided by (Used in) Operating Activities		$	(62,118	)			(49,470	)
Net Cash Provided by (Used in) Investing Activities
Net Cash Provided by Financing Activities			51,521				45,000
Net Increase (Decrease) in Cash		$	(10,597	)			(4,470	)

Cash from Operating Activities

The increase in negative net cash flows of $12,648 was primarily due to a net loss in 2012. The net gain of $276,000 in the fiscal year ended July 31, 2011 was attributed to the forgiveness of $478,000 in indebtedness owed to a former officer of the Company.

Investing Activities

We did not make any investments in mineral properties in the fiscal year ended July 31, 2012.

Cash from Financing Activities

Our net cash flow from financing activities during the fiscal year ended July 31, 2012 was $51,521, as compared to $45,000 in the fiscal year ended July 31, 2011. We need to source additional funding from outside of the Company in order to continue operating. If equity financing is used, our stockholders will experience dilution of their ownership interests in the Company.

 

On October 12, 2009, we entered into a Share Issuance Agreement with Tobermory Holding Ltd. (“Tobermory”) wherein Tobermory has agreed to advance up to $6,000,000 to us until December 31, 2011. While we have arranged for advances of up to $6,000,000 from Tobermory, and while we have received advances for $300,000 from the date of the Share Issuance Agreement to November 10, 2009, there can be no assurances that we will receive any further funds from Tobermory. For further discussion regarding the Tobermory financing arrangement see Note 10 to our Notes to Financial Statements contained in the Annual Report on Form 10-K attached hereto as Annex B, which disclosure is incorporated herein by reference.

 

Moving forward, we plan to seek out additional debt and/or equity financing to pay costs and expenses associated with our filing requirements with the Securities and Exchange Commission and conduct our exploration activities. We anticipate that we will need at least approximately $25,000 in financing within the next six months. The sale of additional equity securities, if undertaken by the Company and if accomplished, may result in dilution to our stockholders. We cannot assure you, however, that future financing will be available in amounts or on terms acceptable to us, or at all. If we are unable to secure adequate capital to resume our exploration efforts, it will have a material adverse affect on our financial position, our business may fail and our stockholders may lose some or all of their investment.

 

 

Mineral Properties

Adams Ridge Project

In November 2010, we acquired a 100% undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada totaling approximately 2,479 hectares. The Adams Ridge Claims are held in trust for us by Carl Von Einsiedel, trustee of the BC Land Trust, as required by the B.C. Mineral Tenure Act. These claims have been registered with the Government of British Columbia. For additional disclosure pertaining to the Adams Ridge Claims, see above under Item 1 (Description of Business) and Note 1 to our Notes to Financial Statements contained in the Annual Report on Form 10-K attached hereto as Annex B, which disclosure is incorporated herein by reference.

Purchase or Sale of Equipment

We do not expect to purchase or sell any plant or significant equipment.

 

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

 

Exec utive Officers and Directors

The following table sets forth the names and ages of our current director and executive officer and any directors or executive officers that served with us in the period covered by this and prospectus, and the positions held by each person. There are no family relationships among our directors and executive officers. To our knowledge, our Director and executive officer has not been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past five (5) years.

Name		Age		Position
James Vandeberg		68		Sole Executive Officer and Director
Wayne Gruden		49		Former Sole Executive Officer and Director
Johannes Petersen		38		Former Chief Financial Officer and Director

 

Biographies of the above named officers and directors follow:

 

Curr ent Director and Executive Officer :

James Vandeberg. Mr. Vandeberg was appointed to serve as a Director ASGC on September 16, 2010, and was elected by the Board of Directors to serve as the sole executive officer of ASGC on October 20, 2010. He has been an attorney practicing in Seattle, Washington since 1996. He specializes in corporate finance with an emphasis on securities and acquisitions. Prior to practicing in Seattle, he was corporate counsel and secretary to Denny’s Inc. and Carter Hawley Hale Stores, Inc., each listed on the NYSE. He graduated from NYU Law School in 1969 where he was a Root-Tilden Scholar and holds a BA degree in accounting from the University of Washington. Mr. Vandeberg is a director of American Sierra Gold Corp., REGI US, Inc., IAS Energy, Inc., Legend Oil and Gas, Ltd. and ASAP Holdings, Inc., all of which are publicly reporting companies with capital stock traded on the OTCBB.

Form er Directors and Officers :

Wayne Gruden. Mr. Gruden was appointed as a Director and our Chief Executive Officer on March 25, 2009. He resigned as our sole Director and executive officer of ASGC effective October 20, 2010. Mr. Gruden has over twenty-five years experience investing in capital markets with a strong emphasis on strategic investments. After ten years with Syncrude Canada, Mr. Gruden expanded his investment in property developments in Canada and added large stakes in real estate holdings in Antigua and Mexico. Mr. Gruden aided in raising capital for various ventures and public companies for 15 years totaling in the tens of millions USD. Along with developing properties, he owns and operates a successful beachfront restaurant in Antigua. In 2006, he became a naturalized citizen of Antigua and Barbuda.

Johannes Petersen . On September 29, 2009, Mr. Petersen was appointed as a Director and our Chief Financial Officer. He resigned as a Director and our Chief Financial Officer on September 10, 2010. Mr. Petersen holds a BS in Economics from Universidad del Pacifico (Peru) and an MBA degree from the London Business School (UK). He brings to ASGC experience gained from multiple managerial and directorship positions within diverse private and public companies. Since completing his business school studies, Mr. Petersen gained business development and business planning experience with an emphasis in the resources industry. He has worked in business planning and development for natural resource projects and has also covered several functions within the financial services industry, ranging from fixed income to currency trading. Mr. Petersen currently sits on the board of directors of Reflection Oil & Gas Partners Ltd., a private UK company, Tiger Oil & Gas Corporation Ltd, a private UK company of which he was a founder, Hainan Mining Corporation Ltd., a private UK company of which he was a founder, and Century Petroleum Corp. (f/k/a, SOM Resources Inc.), a U.S. public company, currently quoted on the Pink Sheets, of which he was a founder and is currently a director. Mr. Petersen formerly worked for Dragon Gold Resources Inc. (f/k/a, Edgeline Holdings, Inc.); a U.S. company previously listed on the OTC Bulletin Board and formerly worked in Lima, Peru for the following: Peru Scan Trading SAC, Credibolsa SAB, Banco de Credito del Peru and CONASEV (Peruvian securities regulation agency equivalent to the SEC).

Fam ily Relationships

There are no family relationships among ASGC’s executive officers and directors.

Dire ctor Independence

ASGC only has one person serving as our sole Director and executive officer, and he is therefore not deemed to be independent under Rule 4200 of the National Association of Securities Dealers’ (NASD) listing standards for determining director independence. We may seek out independent directors in the future if we are able to develop our business as planned, including generating revenue from our operations.

Ter ms of Office of Directors and Officers

ASGC does not have an established and defined term for the services being provided by its executive officers or its directors.  If one or more of ASGC’s executive officers or directors remain associated in some capacity with ASGC following the business combination, it is unlikely that any of them will devote their full efforts to ASGC’s affairs subsequent to the business combination.

 

Aud it Committee and Audit Committee Financial Expert

 

Since the ASGC Board of Directors currently consists of one member, we do not have any Board committees. As such, we have no separate audit committee within the meaning of Section 3(a) (58) (A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, our Director acts as the audit committee within the meaning of Section 3(a) (58) (B) of the Exchange Act. In addition, our Director does not currently meet the definition of an “audit committee financial expert” within the meaning of Item 407(d) (5) of Regulation S-K. Due to our small size, limited resources and capital constraints, we have not been in a position to recruit additional persons to serve on our Board of Directors and we will not be in a position to do so until we begin to generate revenue.

Sec tion 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of a registered class of our securities to file reports of change of ownership with the SEC and furnish us with copies of all such Section 16(a) forms that are filed.

To our knowledge, based solely on review of the copies of such reports furnished to us for the year ended July 31, 2012, one (1) Form 4 report required to be filed by Mr. James Vandeberg was filed on April 18, 2012.  For the year ended, July 31, 2011, one (1) Form 4 report required to be filed by Mr. Wayne Gruden was not filed.

Code of Ethics

Due to our small size and limited resources, and the fact that we have one person serving as the sole director and executive officer, we have not yet adopted a code of ethics that applies to our principal executive officer and principal accounting officer.

Lim itations on Liability and Indemnification of Directors and Officers

ASGC’s and Medinah’s directors and officers are entitled to continuing indemnification against certain liabilities by virtue of provisions contained in their articles of incorporation and bylaws.  ASGC and Medinah have agreed in the merger agreement that ASGC’s and Medinah’s directors and officers will be entitled to indemnification to the fullest extent provided in their respective articles of incorporation and bylaws as in effect as of the close of the business combination.  This right to continuing indemnification may be limited by applicable state or federal laws or applicable regulatory authorities.

Exe cutive Compensation

Summary Compensation

As discussed above, since our Board of Directors currently consists of one member, we have not established a separate compensation committee, nor therefore do we have a compensation committee charter. Instead, our Director approves executive compensation policies and practices for himself as sole executive officer of the Company. The primary goal of our executive compensation policy is to closely align the interests of the shareholders with that of our executive officers. As such, our Director considers the important link between the Company’s financial condition, which impacts our shareholders, and the level of his compensation.

 

The following table sets forth information regarding all forms of compensation received by the named executive officers during the fiscal years ended July 31, 2012, and July 31, 2011, respectively:

 

 

Compensation of Directors

Our Director receives reimbursement for reasonable out-of-pocket expenses for his activities as the Director of the Company and for promoting our business. From time to time we may engage him to perform services on our behalf.  In such cases, we will compensate him for his services at rates no more favorable than could be obtained from unaffiliated parties. Our Director has not received any compensation from the Company for the fiscal years ended July 31, 2012 and 2011, respectively.

Option Grants and Exercises

We have no equity incentive plan and have not granted stock options or stock awards to any person.

Employment Agreements

We do not have any employment, consulting, change-of-control or severance agreements with our executive officer.

Secur ity Ownership of Certain Beneficial Owners and Management and Related Stock Matters

The following table sets forth information with respect to the beneficial ownership of our common stock as of October 23, 2012, by our director and executive officer, as well as each person (or group of affiliated persons) who is known by us to beneficially own 5% or more of our common stock. On October 23, 2012, we had 6,391,740 issued and outstanding shares of common stock.

 

The percentages of common stock beneficially owned are reported on the basis of regulations of the United States Securities and Exchange Commission governing the determination of beneficial ownership of securities. Under these regulations, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned.

 

Person or Group		Number of Shares of Common Stock				Percent
James Vandeberg , sole executive officer and director c/o American Sierra Gold Corp. 1218 Third Avenue, Suite 505 Seattle, WA 98101			1,986,667				31	%

 

Changes in Control

 

There are no understandings or agreements known by management at this time that would result in a change in control of ASGC.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity incentive plan.

 

Related Party Transactions

We have not entered into any reportable transaction nor are there any proposed reportable transactions in which our director and executive officer, shareholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest. The Company has, however, received funds in the form of loans from its former directors and officers as disclosed in Notes 4 and 9 of the Notes to Financial Statements attached hereto, which disclosure is incorporated herein by reference.

Director Independence

We have only one person serving as our sole Director and executive officer, and he is therefore not deemed to be independent under Rule 4200 of the National Association of Securities Dealers’ (NASD) listing standards for determining director independence. We may seek out independent directors in the future if we are able to develop our business as planned, including generating revenue from our operations.

Pri ncipal Accounting Fees and Services

The firm of Thomas J. Harris, CPA currently serves as our independent registered public accounting firm. Our Board of Directors, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the shareholders. Our Board of Directors considered the audit fees, audit-related fees, tax fees and other fees paid to our accountants, as disclosed below, and had determined that the payment of such fees is compatible with maintaining the independence of the accountants.

 

We do not currently have an audit committee, so our full Board of Directors serves the functions of an audit committee.

 

Our financial statements for the fiscal years ended July 31, 2012 and July 31, 2011, respectively, were audited by Thomas J. Harris, CPA.

Audit Fees

The aggregate fees paid to Thomas J. Harris, CPA for the audit of our annual financial statements included in our annual reports for the years ended July 31, 2012 and July 31, 2011 and the review of our quarterly reports for such years amounted to $15,000 for fiscal 2012 and $5,250 for fiscal 2011.

 

Audit Related Fees

 

For the fiscal year ended July 31, 2012, we paid no audit related fees to either Thomas J. Harris, CPA.

Tax Fees

For the fiscal years ended July 31, 2012, and July 31, 2011, there were no fees billed to us for tax services by Thomas J. Harris, CPA.

All Other Fees

For the fiscal years ended July 31, 2012, and July 31, 2011, there were no fees billed to us by Thomas J. Harris, CPA  for accounting services other those described above. There have been no non-audit services provided by our independent registered accountants for the fiscal year ended July 31, 2012.

 

INFO RMATION ON MEDINAH GOLD, INC.

 

Ov erview

Medinah Gold Inc., a Nevada corporation (“Medinah”), was established in 1999 as a result of a dividend spinoff from Medinah Minerals, Inc. For over 14 years, Medinah was primarily used as a holding company for mining claims and mining properties. Recent market developments have created a huge need to develop and eventually put the resource rich mining properties into mineral production.  Medinah believes that the merger transaction with ASGC will establish a capital market for the shares of Medinah.

Mission

Medinah seeks to develop viable mining projects that will create livelihood and employment in the local communities while helping grow the local and national economy.

Vision

Medinah is a junior resource mining company that focuses on acquiring and developing mining properties in a cost effective manner while sustaining and enhancing a socially responsible culture.

Business Plan

Medinah seeks to enhance the value of its mining properties through the exploration and production of mineral resources like gold, silver, copper and molybdenum. Medinah pursues investment opportunities to (i) explore mining tenements that are at an unexplored or dormant stage and (ii) broaden and strengthen its current portfolio of mining claims, equity interests and mining properties.  Medinah believes this approach offers a flexible yet disciplined method to capitalize on the growing global demand for mineral resources.

Medinah will initially develop the following properties:

1.

A 75% interest in certain mineral claims in Region III of Chile.  The 900 hectares property consists of four exploration concessions, Gilda I/68145, Gilda II/68146, Gilda III/68147 and Gilda IV/68148, and are located 42 kilometers southeast of the city of Copiapo, in the Atacama desert region of Chile. This property is road accessible from Copiapo. The property is situated in an area very favorable for economic mineralization.

On September 5, 2012, Medinah entered into a letter of intent to purchase the Gilda property for USD$1,000,000, to be paid as follows:

		Year 1				Year 2				Year 3
Cash		$	25,000			$	25,000			$	25,000
Shares			2,000,000				2,000,000				300,000

As part of the purchase agreement, Medinah will guarantee that the stock payments will return no less than $900,000 and they will agree to pay all costs associated with maintaining the properties.  Medinah will provide minimum exploration funds in Year 1 of $50,000, Year 2 of $200,000 and Year 3 of $750,000.  Additionally, the property seller, Abel Alberto, shall be hired and responsible for maintaining the property in good standing and for overseeing all exploration.

 

The area hosting the Gilda property has a long history of exploration and development for gold and copper. The Incas and the Spanish Colonists were the first to search for placer and shallow gold deposits. The area surrounding the Gilda property show several active and abandoned mines. Three distinct deposit types are present on the Gilda property: Deposit Type 1, Copper Breccias Deposit Type 2 and precious metal that includes or excludes Copper Veins Deposit Type 3 and Copper Gold Veins.

 

There are over 350 active mining operations of varying sizes in the Copiapo area. The proximal Caldera El Durazno has structurally prepared the area and generated numerous regional fault structures during formation.  The abundant Mensura mining concessions and numerous workings in the area support the view that several of these structures are metallieferous.  Immediately to the west, the Cabeza de Vaca district hosts several copper tourmaline breccias. The western edge of the Gilda pedimento block lies a few kilometers from the Cabeza de Vaca district.  The ground magnetics survey has identified several anomalies that possibly represent tourmaline breccias in the area. The limited sampling completed on a small diorite Plug on the eastern side of the Gilda pedimento block was successful in locating anomalous copper and weakly anomalous gold mineralization.

 

Based on this data, further exploration is warranted on the Gilda property of (i) surface exploration and (ii) percussion and diamond drilling. The budget for the first phase, which is the initial evaluation, is estimated at $250,000 over a 45 day period.  The budget for second phase is estimated at $750,000 over a 180 day period. Management is of the opinion that the Gilda property would be of great value and would quickly be put into exploration, drilling and subsequently, production plan preparation.

 

2.	A 10% interest in the   “Jota” group of claims in northern Chile, near Iqueque. The Jota group of claims is a 22 kilometer long by 3 kilometer wide property and has been extensively drilled returning significant gold values.

3.

Ownership interest in a 600 hectares mining property in Chile, called Caleu. This property is located in western, central Chile, approximately 40kms outside of Santiago, Chile. The property consists of 4 claim groups: Catan, Escopion, Lucia and Cruchy.  Several high-grade gold veins exist and will be explored as targets for small-scale mining operations.

Medinah will use optimum resources to assure proper execution on its projects on a socially and environmentally responsible manner

Employees

Since inception, Medinah had no employees other than our directors and executive officers. Medinah engages contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our acquisition and exploration activities.

Directors, Executive Officers and Corporate Governance

At present, Medinah has 3 executive officers and 3 directors. Our directors are elected to serve until resignation, termination or until their respective successors will have been elected and duly qualified. The following table sets forth the name, age and position held with respect to our present directors and executive officers:

Name:	Age:	Position:
Larry Regis	76	President/Director
Gary Goodin	49	Vice President/Director
Vittal Karra	49	Secretary/Director

 

Larry Regis, Jr. brings to Medinah a wealth of political, business and managerial experience.  Prior to becoming the Medinah’s President in May 1999, Mr. Regis owned and operated several mines and managed business territories for companies such as ITT, Bell & Howell and McGraw Hill.  He was previously nominated for the Utah Chamber of Commerce “Man of the Year” award.  In 1967, Mr. Regis was elected to the Utah State Legislature where he served as Minority Leader of the House of Representatives.  He is the past Chairman of the Lake Elsinore Development Agency and was the recipient of the Lake Elsinore Packman Award for service to his community. Mr. Regis earned a Bachelors of Education degree from Brigham Young University in 1960 and is retired from the Utah Army Reserve.

 

Gary Goodin joined Medinah in May 1999.  Mr. Goodin graduated from the Indiana University School of Law in Bloomington, Indiana with a Juries Doctorate in 1989.  He practiced with the firm of Johnson, Smith, Pence, Densborn, Wright & Heath in Indianapolis from 1992 to 1996 and has been a Principal with the firm of Goodin Orzeske & Blackw ell, P.C. in Indianapolis since 2000.  His areas of expertise include employment law and effective management of human resources.  He is the Precinct Committeeman, Clay Northwest Precinct, Hamilton County and enjoys and participates in sports of all types.

Vittal Karra joined Medinah in August 2012.  He is a results-oriented business executive with over 20 years of experience.  Mr. Karra has served as a strategic advisor to various technology companies since May 2010. From 2008-2010, Mr. Karra was a Senior Manager at Coca-Cola, Inc. and a consultant at Accenture from 2005-2008.  Mr. Karra has worked and consulted with companies like AT&T, American Express, Microsoft and the Port Authority of NY & NJ in the areas of telecom, infrastructure, information technology, software and management services.   Mr. Karra earned a Bachelors of Communication degree is 1983 from Osmania University in Hyderabad, India.

 

Limitations on Liability and Indemnification of Directors and Officers

ASGC’s and Medinah’s directors and officers are entitled to continuing indemnification against certain liabilities by virtue of provisions contained in their articles of incorporation and bylaws.  ASGC and Medinah have agreed in the merger agreement that ASGC’s and Medinah’s directors and officers will be entitled to indemnification to the fullest extent provided in their respective articles of incorporation and bylaws as in effect as of the close of the business combination.  This right to continuing indemnification may be limited by applicable state or federal laws or applicable regulatory authorities.

 

THE BUSINESS COMBINATION

 

The following is a description of certain material aspects of the business combination. While we believe that the following description covers the material terms of the business combination, the description may not contain all of the information that may be important to you. The discussion of the business combination in this prospectus is qualified in its entirety by reference to the merger agreement, which is attached to the prospectus as Annex A and which is provided for the purpose of providing you with information regarding its terms and is incorporated by reference into this prospectus. We encourage you to read carefully this entire prospectus, including the merger agreement, for a more complete understanding of the business combination.

 

Terms of the merger are as follows: (i) ASGC will issue sufficient shares to repay its present debts, including advances by MMC Mines, Inc., totaling $70,000; and (ii) ASGC will release their current stock transfer agent and appoint American Registrar and Transfer Co.; and (ii ASGC will appoint new officers and directors, to be set forth in the merger agreement.

  For additional information on the business combination, see “The Business Combination” beginning on page 32, and for additional information on the merger agreement and the related transaction documents, see “The Merger Agreement” beginning on page 35.

Back ground to the Business Combination

Background

Beginning in June 2010, representatives of ASGC and Medinah began discussions about a possible business transaction. Both parties conducted due diligence on the other. Effective April 11, 2012 ASGC and Medinah entered into a Memorandum of Understanding setting forth the provisions that latter resulted in the Merger Agreement.

No Change in Business, Locations or Fiscal Year

The business combination will not affect ASGC’s jurisdiction of incorporation, and other changes of a legal nature, including changes in ASGC’s organizational documents, which are described in this prospectus. The business, assets and liabilities of ASGC, as well as ASGC’s principal locations and fiscal year, will be the same upon the completion of the merger. ASGC will then change its principal business locations to those of Medinah, 9555 SE Allen Blvd., #36, Beaverton, OR 97005.

Change in Management or Board of Directors

Medinah’s executive officers and directors will be the executive officers and directors, respectively, of ASGC upon completion of the merger.

Change in Shareholder Rights

Upon completion of the merger, the rights of holders of ASGC common stock will arise under the amended and restated certificate of incorporation and bylaws of ASGC as well as the NRS. Medinah common stock holders currently have the same rights as the ASGC shareholders since they are also governed by the NRS.

 

Reco mmendation of the Medinah Board; Medinah’s Reasons for the Business Combination

 

At a meeting held on August 13, 2012, the Medinah board unanimously (i) approved the merger agreement and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth in the merger agreement; (ii) determined that the terms of the merger are fair to, and in the best interests of, Medinah and its shareholders; (iii) directed that the merger agreement be submitted to Medinah shareholders for adoption; (iv) recommended that Medinah shareholders vote in favor of each of the Medinah merger proposal and (v) declared the advisability of the business combination. As of September 24, 2012 holders of 65.7% of the outstanding shares of Medinah approved the merger by written consent.

 

The Medinah board evaluated the merger agreement, and the transactions contemplated by the merger agreement. In approving the merger agreement, and declaring them to be advisable, fair to, and in the best interests of, the shareholders of Medinah, and in recommending that Medinah’s shareholders approve and adopt the merger agreement, the Medinah board considered a number of factors, including (1) Medinah’s current financial condition and its competitive position, strategic options, and prospects (based on new and recently-launched Medinah initiatives and otherwise) and (2) other market conditions. The Medinah board viewed and evaluated these factors collectively to support its decision. Medinah has elected to pursue a transaction with ASGC primarily because, in Medinah’s judgment, ASGC has advantages in several areas of its access to financing and capital markets and its strategic position and having multiple opportunities for growth. The Medinah board believes that, in light of the forgoing, the business combination with ASGC presents an opportunity to increase shareholder value.

A description of these factors is set forth below.

The Medinah board’s recommendation that Medinah’s shareholders adopt the merger agreement is based primarily on the value of the merger consideration payable to Medinah shareholders pursuant to the merger.

In the course of evaluating the terms of the merger, the Medinah board consulted with management and legal advisors and, in reaching its decision, considered the following material factors, each of which it believed supported its approval of the merger agreement:

 

·

General industry, economic and market conditions, both on an historical and on a prospective basis;

·

the strategic alternatives to the business combination, including continuing to operate on a stand-alone basis at a time when the industry in which Medinah operates is under significant, long-term competitive pressures;

	·	the risks associated with such strategic alternatives (including the risk associated with Medinah’s ability to meet its capital requirements and Medinah’s ability to secure adequate financing), compared with the opportunity for Medinah shareholders to realize in stock of a public Medinah a fair value as contemplated by the merger agreement;
	·	the Medinah board’s belief that the aggregate merger consideration represents a fair price for 100% of the shares of Medinah common stock;

·

the fact that no other party expressed interest with respect to a strategic transaction with Medinah;

·

Medinah’s limited ability to raise additional capital through equity financing;

·

the opportunity for Medinah shareholders to realize substantial value and potential enhanced liquidity based on the receipt of 1 share of ASGC common stock for each share of Medinah common stock they hold upon the merger;

·

the merger agreement has customary terms and was the product of arm’s-length negotiations;

·

the conditions to the merger being completed are few, specific and limited;

·

the financial and other terms and conditions of the merger agreement as reviewed by the Medinah board (see “The Merger Agreement — Description of the Merger Agreement” beginning on page 35 and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between the parties;

·

the Medinah board’s belief that it obtained the highest consideration per share that ASGC was willing to pay, taking into account the terms resulting from extensive negotiations between the parties;

·

the Medinah board’s understanding of the current state of the capital markets;

·

the availability of appraisal rights, only to the extent available under the NRS, to holders of Medinah common stock who comply with the required procedures under the NRS, which will allow Medinah shareholders to seek appraisal of the fair value of their shares as determined by the Nevada Courts;

·

the fact that ASGC shares are listed on the OTCBB, offering increased liquidity to Medinah’s shareholders;

·

the likelihood that the business combination will be consummated.

 

The Medinah board also considered a variety of risks and other potentially negative factors concerning the merger agreement and the business combination, including the following:

·

the risk that the business combination may not be completed in a timely manner or at all;

·

the possibility that, although the merger provides Medinah shareholders the opportunity to realize a premium over the price at which Medinah common stock is currently valued upon a public announcement of the business combination, the price of Medinah common stock might have increased in the future to a price greater than the value of the ASGC common stock received as the merger consideration;

·

the risks and costs to Medinah if the merger does not close, including the diversion of management and employee attention, potential employee attrition, the potential effect on business and customer relationships, and the transaction costs including legal fees incurred in connection with the merger;

	·	the restrictions on the conduct of Medinah business prior to the completion of the merger, requiring Medinah to conduct its business only in the ordinary course, subject to specific limitations or ASGC’s consent, which may delay or prevent Medinah from undertaking business opportunities that may arise pending completion of the merger; and
	·	the interests of Medinah’s principal shareholders, executive officers and directors in the business combination (see “The Business Combination — Interests of Medinah Officers and Directors in the Business Combination”).

 

The foregoing discussion of the information and factors considered by the Medinah board is not intended to be exhaustive, but includes the material factors considered by the Medinah board, including the substantive and procedural factors considered. In view of the variety of factors considered in connection with its evaluation of the merger, the Medinah board did not find it practicable to quantify, and did not quantify, or otherwise assign relative weights to, the specific factors considered in reaching its conclusion. In addition, each member of the Medinah board applied his own personal business judgment to the process and may have given differing weights to different factors. In arriving at their recommendation, the members of the Medinah board also considered the interests that certain executive officers of Medinah may have with respect to the merger that differ from, or are in addition to, their interests as shareholders generally, as described below under “Interests of Officers and Directors in the Business Combination.”

Medi nah Shareholder Vote

As of August 24, 2012, Medinah had 40,292,957 shares of common stock issued and outstanding, with each share of common stock entitled to one vote.  Medinah has no preferred stock issued or outstanding.  As of August 24, 2012, the day of the shareholder written consent, 65.7% of the voting common stock of Medinah or 26,472,473 shares of common stock entitled to vote, approved  the merger agreement and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth in the merger agreement.

Inte rests of Officers and Directors in the Business Combination

Interests of Medinah Officers and Directors in the Business Combination

In considering the recommendation of the Medinah board to vote in favor of the proposal to approve and adopt the merger agreement, Medinah shareholders should be aware that some of Medinah’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Medinah’s shareholders generally. These interests may present them with actual or potential conflicts of interest, and these interests, to the extent material, are described below. The Medinah board was aware of these interests and considered them, among other matters, during its deliberations of the merits of the merger agreement and in determining to recommend to Medinah shareholders that they vote to approve and adopt the merger agreement and the other proposals to be brought before the shareholders. These potential conflicts of interest include:

·

the retention of officers of Medinah as officers of ASGC;

·

the designation of directors of Medinah as directors of ASGC;

Beneficial Ownership of Directors and Executive Officers

As of the close of business on August 24, 2012, Medinah’s directors and executive officers beneficially owned and were entitled to vote approximately 16.64% of the total outstanding Medinah common stock on that date. Holders of at least 65.7% of Medinah’s issued and outstanding Common Stock as of August 24, 2012 voted to approve and adopt the merger agreement.

 

ASGC Directors

Following the consummation of the business combination, Larry Regis will serve as the Chairman of ASGC and Garry Goodin and Vital Karra will serve as executive Directors of ASGC. For more information, see “Post-Merger ASGC Executive Officers and Directors,” beginning on page 40.

 

Indemnification and D&O Liability Insurance

Indemnification . The amended and restated certificate of incorporation and bylaws of ASGC following the merger will contain provisions no less favorable with respect to indemnification than those set forth in the certificate of incorporation and bylaws of Medinah.

D&O Liability Insurance . ASGC intends to obtain directors’ and officers’ liability insurance policies not materially less favorable than those currently maintained by Medinah, with respect to all matters occurring prior to the effective time of the business combination.

Acc ounting Treatment

 

Medinah has concluded that ASGC is not the accounting acquiror based on its evaluation of the following facts and circumstances of the merger.

·

Medinah is the larger of the two entities and is the only operating Medinah of the combining companies;

·

the members of the ASGC board following the completion of the merger will be appointed by Medinah. all of these directors are currently members of the board of directors of Medinah;

·

the current senior management of Medinah will be the senior management of ASGC following completion of the merger; and

·

following completion of the business combination, the current holders of Medinah common stock will hold a majority of the issued and outstanding shares of ASGC common stock, on a fully diluted basis, and, therefore, will have voting control of ASGC.

 

Based on the above facts, the respective management of ASGC and Medinah believe that ASGC is not considered as the accounting acquiror, and therefore, the merger contemplated by the merger agreement will be accounted for as a reverse recapitalization. The accounting of the merger will be similar to that of a capital infusion, as the only significant pre-merger assets of ASGC consist of cash and cash equivalents. No intangible assets or goodwill will be recognized as a result of the merger; accordingly, Medinah will record the shares of ASGC common stock issued in exchange for shares of Medinah common stock based on the carrying value of the assets and liabilities received as of the closing date of the merger.

 

TH E MERGER AGREEMENT

The following summary describes certain material provisions of the merger agreement, entered into in connection with the business combination and is qualified in its entirety by reference to the merger agreement. This summary is qualified in its entirety by reference to the full text of the merger agreement, which is attached to this prospectus as Annex A and is incorporated by reference into this prospectus. We encourage you to carefully read the merger agreement in its entirety for a more complete understanding of the business combination. The merger agreement is included to provide investors and security holders with information regarding the terms of the merger agreement and is not intended to provide any other factual information about ASGC or Medinah. In particular, the assertions embodied in representations and warranties by Medinah and ASGC contained in the merger agreement are qualified by information in the disclosure schedules provided by Medinah and ASGC in connection with the signing of the merger agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between Medinah and ASGC rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about Medinah or ASGC.

Desc ription of the Merger Agreement

Structure of the Merger

ASGC is proposing to acquire Medinah pursuant to the merger agreement. ASGC and Medinah have entered into the merger agreement pursuant to which Medinah will merge with and into MergerSub, with Medinah as the surviving entity.  At the effective time of the merger, Medinah shareholders will have the right to have their shares converted into common shares of ASGC on a one-for-one basis, which is expected to be approximately 64,061,040 shares.  Medinah shareholders will not receive any fractional shares of ASGC common stock in the merger.  As a result of the business combination, former Medinah shareholders will own ASGC common stock.

 

Terms of the merger are as follows: (i) ASGC will issue sufficient shares to repay its present debts, including advances by MMC Mines, Inc., in the total amount of $70,000; (ii) ASGC will effectuate a one (1) new for fifteen (15) old reverse stock split; (iii) ASGC will release their current stock transfer agent and appoint American Registrar and Transfer Co.; and (iv) ASGC will appoint new officers and directors, to be set forth in the merger agreement.

Closing and Effective Time of the Merger

The merger is to become effective as promptly as practicable after the satisfaction or waiver of the merger conditions by the filing of the merger agreement or a certificate of merger or a certificate of ownership and merger with the Secretary of State of the State of Nevada. The parties will hold a closing to verify that all closing conditions have been satisfied or waived upon filing of the certificate of merger.

 

Merger Consideration

Pursuant to the terms of the merger agreement, upon completion of the merger, each share of then-issued and outstanding Medinah common stock will be automatically cancelled and converted into the right to receive the number of shares of ASGC common stock on a one-for-one basis.  Medinah shareholders will not receive any fractional shares of ASGC common stock in the merger.  As a result of the business combination, former Medinah shareholders will own ASGC common stock.

As of October 10, 2012, Medinah had 64,061,040 shares of common stock issued and outstanding. Taking into account the surrender of Medinah common stock contemplated by the merger agreement, ASGC would issue up to 64,061,040 shares of ASGC common stock in consideration of the merger. Accordingly, ASGC would have then issued and outstanding approximately 70,452,780 shares of ASGC common stock based on the number of ASGC ordinary shares issued and outstanding on the record date for ASGC’s special meeting of its Board of Directors. Based on the last reported sale price on the OTCBB of the ASGC shares of $0.16 on October 25, 2012, the total value of the consideration ASGC will pay in the merger to the shareholders of Medinah is approximately $10,249,766.40.

Immediately following the completion of the merger, the former shareholders of Medinah are expected to own approximately 91% of the outstanding ASGC common stock and the current holders of ASGC ordinary shares are expected to own approximately 9% of the outstanding ASGC common stock.

The current fair market value of Medinah common stock may not be equivalent to the fair market value of ASGC common stock on the date that the merger consideration is received by a Medinah shareholder or at any other time. The fair market value of ASGC common stock received by a Medinah shareholder may be greater or less than the current fair market value of Medinah common stock due to numerous market factors.

No Fractional Shares

Medinah shareholders will not receive any fractional shares of ASGC common stock in the merger. Instead, ASGC will issue one share of ASGC common stock to each holder of Medinah common stock that would otherwise be entitled to a fraction of a share of ASGC common stock.

 

Treatment of Stock Options, Restricted Stock, Warrants and other Convertible Securities

 

Medinah does not have any outstanding stock options, restricted stock, warrants or other convertible securities outstanding.

 

Exchange of Certificates for Medinah Shareholders

 

Mandatory surrender of certificates is not required by our stockholders in connection with the merger agreement. The ASGC transfer agent, American Registar & Transfer Co. (the “Exchange Agent”), will adjust the record books of ASGC to reflect the merger and subsequent share exchange as of the Effective Date of the merger agreement.  New certificates will not be mailed to stockholders.  After approval of the merger by the stockholders of Medinah, ASGC shall deposit with the Exchange Agent shares of ASGC common stock for the benefit of the holders of shares of Medinah common stock. ASGC shall then cause the Exchange Agent to mail to each holder of record Medinah common stock, (i) a letter of transmittal (the “Letter of Transmittal”) to the Exchange Agent and (ii) instructions for use in surrendering Medinah stock certificates in exchange for ASGC common stock, should the stockholder elect to do so at their own expense.  Medinah stockholders are not required to exchange their Medinah stock certificates for ASGC stock certificates.

 

Representations and Warranties

The merger agreement contains a number of representations and warranties that each of ASGC and Medinah have made to each other.

 

The merger agreement contains representations and warranties of ASGC relating to the following: corporate organization; subsidiaries; capitalization; authority relative to merger agreement; no conflict; required filings and consents; permits; compliance; SEC filings; financial statements; absence of certain changes or events; absence of litigation; board approval and vote required; tax matters and the business combination.

The merger agreement contains representations and warranties of Medinah relating to the following: organization and qualification; subsidiaries; certificate of incorporation and bylaws; capitalization; authority; no conflict; required filings and consents; permits; compliance; financial statements; absence of certain changes or events; absence of litigation; employee benefit plans; labor and employment matters; real property; title to assets; intellectual property; taxes; environmental matters; material contracts; insurance; board approval; vote required; customers and suppliers; certain business practices; interested party transactions; and brokers.

 

Conduct of Business Pending Consummation of the Merger

Except as required by applicable law or regulation and except as otherwise contemplated by the Merger, until the earlier of the termination of the Merger or its effective time, Medinah shall, and cause its subsidiaries to, conduct their respective businesses in the ordinary course and consistent with past practices.  Except as required by applicable law or regulation and except as otherwise contemplated by the Merger agreement or except as previously consented to by ASGC, in writing, after the date hereof Medinah shall not, and shall not permit any of its subsidiaries to:

(a)           amend or otherwise change its articles of incorporation or by-laws;

 

(b)           issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of (i) any shares of its capital stock of any class, or options, warrants, convertible securities or other rights of any kind to acquire shares of such capital stock, or any other ownership interest, thereof, other than (x) any issuance pursuant to any outstanding security or agreement of Medinah disclosed in accordance with the Merger agreement, or (y) any issuance or sale pursuant to any plan for or agreement with any officer, director or employee of Medinah, or (ii) any of its assets, tangible or intangible;

 

(c)           declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock;

 

(d)           (i) reclassify, combine, split, or subdivide, directly or indirectly, any of its capital stock, or (ii) redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, except from any officer, director or employee upon termination of such officer, director or employee in accordance with any agreements to do the same which are expressly disclosed pursuant to the Merger agreement;

 

(e)           (i) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property  transfer,  or purchase any property or assets of any other person, (ii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any person,  or make any loans or advances, or (iii) enter into any contract or agreement which would require disclosure pursuant to the Merger agreement;

(f)            make any capital expenditure or enter into any contract or commitment therefore in excess of $100,000;

(g)           amend, terminate or extend any contract or agreement listed pursuant to the Merger agreement;

(h)           delay or accelerate payment of any account payable or other liability of Medinah beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice;

(i)            take any action, or permit any event or condition to occur or exist, which would cause any representation or warranty of Medinah to be untrue; or

(j)            agree, in writing or otherwise, to take or authorize any of the foregoing actions or any action which would make any representation or warranty contained in to the Merger agreement untrue or incorrect.

In addition, ASGC has agreed not to take taking any action that would be reasonably likely to prevent, interfere with, or materially delay the merger, except as expressly contemplated by other provisions of the merger agreement or unless Medinah otherwise consents in writing (such consent not to be unreasonably withheld).

 

Additional Agreements

 

The merger agreement also contains additional agreements of the parties, including the following, among others:

 

Conditions to the Closing of the Merger

The obligations of ASGC and Medinah to consummate the merger are subject to the satisfaction or waiver (to the extent permitted) of several conditions, including:

·

the registration statement to which this prospectus forms a part must have been declared effective by the SEC;

·

Medinah shareholders must have approved and adopted the merger agreement; and

·

there must be no governmental order that would make the merger illegal; all other required governmental consents must have been obtained.

In addition, the obligations of ASGC to consummate the merger are subject to the satisfaction or waiver (to the extent permitted) of several other conditions, including:

·

the representations and warranties made by Medinah in the merger agreement must remain materially true and correct;

·

Medinah must have materially performed or complied with all requisite agreements and covenants of the merger agreement;

·

Medinah must have provided an officer certificate to ASGC;

·

all required third party consents must have been obtained;

·

a Medinah material adverse effect must not have occurred; and

·

all members of the Medinah board must have executed written resignations effective as of the effective time of the merger.

 

In addition, the obligations of Medinah to consummate the merger are subject to the satisfaction or waiver (to the extent permitted) of several other conditions, including:

·

the representations and warranties of ASGC must remain materially true and correct;

·

ASGC must have performed or complied in all material respects with all agreements and covenants required by the merger agreement;

·

ASGC must have delivered an officer certificate to Medinah;

	·	an ASGC material adverse effect must not have occurred; and

·

the shares of ASGC common stock to be issued in the merger must have been approved and authorized for listing on the OTCBB.

Termination

Notwithstanding the approval of the ASGC merger proposal by the ASGC board of directors and the approval of the Medinah merger proposal by the Medinah shareholders and board of directors, the merger agreement may be terminated by:

 

·

mutual written consent of ASGC and Medinah;

·

either party if a governmental authority enacts or issues an injunction, order, decree, or ruling which would make consummation of the merger illegal or otherwise prohibiting consummation;

·

by Medinah if the merger agreement is not approved by the shareholders of Medinah; or

·

either party, upon the other party’s breach of a representation, warranty, covenant, or agreement.

 

Expenses

 

The merger agreement provides that the expenses for the merger shall be paid by Medinah.

 

Amendment and Waiver

The merger agreement may only be amended by an instrument in writing signed by both parties, provided that after the approval and adoption of the merger agreement by the shareholders of Medinah, no amendment that would reduce the amount or change the type of consideration such shareholders would receive for each share of Medinah common stock may be made.

 

PO ST-MERGER PRO FORMA SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ASGC

 

The following table sets forth certain information with respect to (i) each director and each executive officer of ASGC; (ii) all directors and executive officers of ASGC as a group; and (iii) persons (including any “group” as that term is used in Section l3 (d) (3) of the Exchange Act), expected to be the beneficial owner of more than five percent of ASGC common stock after the closing of the business combination. We have assured that no shares of ASGC common stock subject to options or warrants will be exercisable within 60 days from the date of the anticipated closing of the business combination.

Unless otherwise indicated, Medinah and ASGC believe that all persons named in the table have sole voting and investment power with respect to all shares of ASGC common stock beneficially owned by them.

Medinah and ASGC have based their calculation of the percentage of beneficial ownership as of October 23, 2012.

Name/Address of Beneficial Owner		Number of Common Stock Beneficially Owned				Approximate Percentage of Outstanding Common Stock Beneficially Owned (1)
Juan Jose Quijano Fernandez El Vergel 2316 Santiago, Chile			8,342,400				11.8	%
Gary Goodin 50 East 91 st Street, Ste. 104 Indianapolis, IN 46240			2,617,000				3.7	%
Kleen Investments, LLC c/o Gary Goodin 9102 Meridian Street, Ste. 400 Indianapolis, IN 46260			3,000,000				4.3	%
Medinah Minerals, Inc. 3960 Howard Hughes Pkwy, Ste. 535 Las Vegas, NV 89169			10,000,000				14.2	%
Larry Regis 9555 SW Allen Blvd.,  #36 Beaverton, OR 97005			4,200,000				6	%

(1)	Based on a total of outstanding common stock of approximately 70,452,780.  As of October 23, 2012, ASGC had 6,391,740 shares of common stock issued and outstanding and on October 10, 2012, Medinah had 64,061,040 shares of common stock issued and outstanding.

POS T-MERGER ASGC EXECUTIVE OFFICERS AND DIRECTORS

Upon completion of the business combination, the board of directors of ASGC, or the ASGC board, will consist of 3 members with each member being elected until their replacement, termination or resignation.

ASGC directors and executive officers that have been designated as of the date of this prospectus and their ages as of the date of this filing are as follows:

Name	Age	Position
Larry Regis	76	Director, President and Chief Executive Officer
Gary Goodin	49	Director, Chief Operating Officer and Vice President of Marketing and Sales
Vital Karra	49	Director, Treasurer and Head of Marketing.

Biographical Information

Larry Regis, Jr. brings to Medinah a wealth of political, business and managerial experience.  Prior to becoming the Medinah’s President in May 1999, Mr. Regis owned and operated several mines and managed business territories for companies such as ITT, Bell & Howell and McGraw Hill.  He was previously nominated for the Utah Chamber of Commerce “Man of the Year” award.  In 1967, Mr. Regis was elected to the Utah State Legislature where he served as Minority Leader of the House of Representatives.  He is the past Chairman of the Lake Elsinore Development Agency and was the recipient of the Lake Elsinore Packman Award for service to his community. Mr. Regis earned a Bachelors’ of Education degree from Brigham Young University in 1960 and is retired from the Utah Army Reserve.

 

Gary Goodin joined Medinah in May 1999.  Mr. Goodin graduated from the Indiana University School of Law in Bloomington, Indiana with a Juris Doctorate in 1989.  He practiced with the firm of Johnson, Smith, Pence, Densborn, Wright & Heath in Indianapolis from 1992 to 1996 and has been a Principal with the firm of Goodin Orzeske & Blackwell, P.C. in Indianapolis since 2000.  His areas of expertise include employment law and effective management of human resources.  He is the Precinct Committeeman, Clay Northwest Precinct, Hamilton County and enjoys and participates in sports of all types.

Vittal Karra joined Medinah in August 2012.  He is a results-oriented business executive with over 20 years of experience.  Mr. Karra has served as a strategic advisor to various technology companies since May 2010. From 2008-2010, Mr. Karra was a Senior Manager at Coca-Cola, Inc. and a consultant at Accenture from 2005-2008.  Mr. Karra has worked and consulted with companies like AT&T, American Express, Microsoft and the Port Authority of NY & NJ in the areas of telecom, infrastructure, information technology, software and management services.   Mr. Karra earned a Bachelors of Communication degree is 1983 from Osmania University in Hyderabad, India.

Committees of the ASGC Board

Post-merger, ASGC does not expect to have any board committees.

Code of Conduct and Ethics

Following the business combination, ASGC intends to post its code of ethics and to post any amendments to or any waivers from a provision of its code of ethics on its website at www.medinah-gold.com. ASGC also intends to disclose any amendments to or waivers of certain provisions of its code of ethics in a Form 8-K.

Exec utive Officer and Director Compensation

The executive and director compensation will be determined by the ASGC board, following consummation of the business combination. Any compensation to be paid to ASGC executive officers will be determined, or recommended to the ASGC board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on the ASGC board.  It is currently anticipated that ASGC will be offering new employment agreements to certain of its executive officers. The terms of these agreements will be disclosed after such agreements are finalized.

 

Expected Compensation Policies

 

ASGC has not yet developed a comprehensive executive officer and director compensation program and philosophy with respect to the executive officers and directors who will manage ASGC after consummation of the business combination. ASGC expects that such a program and philosophy will be developed after the completion of the business combination, but will be substantially as described below.

Compensation Arrangements for Directors

Upon consummation of the business combination, non-employee directors of ASGC will receive varying levels of compensation for their services as directors based on their eligibility as members of ASGC’s audit, compensation and nominating and corporate governance committees. ASGC anticipates determining director compensation in accordance with industry practice and standards.

Compensation Committee Information

The ASGC board will establish a compensation committee that, among other duties, will be to review and approve compensation paid to ASGC’s executive officers and directors and to administer an incentive plan. The compensation committee will be composed of 3 members of the ASGC board.

The compensation committee will be charged with performing an annual review of ASGC’s executive officers’ cash compensation, bonus and equity holdings to determine whether they provide adequate incentives and motivation to executive officers and whether they adequately compensate the executive officers relative to comparable officers in other companies. In addition to the guidance provided by the compensation committee, ASGC may utilize the services of third parties from time to time in connection with the hiring and compensation awarded to executive employees. This could include subscriptions to executive compensation surveys and other databases.

 

 

DES CRIPTION OF AMERICAN SIERRA GOLD CORP. SECURITIES

The following description of the ASGC capital stock (common and preferred) reflects ASGC’s capital stock as of the effective time of the merger. The ASGC capital stock will be governed by ASGC’s amended and restated certificate of incorporation and bylaws and by the NRS. This description is a summary and is not complete. We urge you to read in their entirety (1) ASGC’s amended and restated certificate of incorporation, which will be in effect as of the effective time of the merger and a form of which is included as Annex C to this prospectus and is incorporated herein by reference; (2) ASGC’s amended and restated bylaws, which will be in effect as of the effective time of the merger and a form of which is included as Annex D to this prospectus and is incorporated herein by reference and (3) the applicable provisions of the NRS, which are included as Annex E to this prospectus and is incorporated herein by reference. The following summary should be read in conjunction with the section entitled “Comparison of Shareholder Rights” beginning on page 44.

Gen eral

As of October 23, 2012, ASGC had 6,391,710 shares of its common stock, par value $0.001 per share, issued and outstanding and 0 shares of preferred stock issued and outstanding. The ASGC preferred stock may be divided into such number of series as ASGC’s board of directors may determine. ASGC’s board of directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of ASGC preferred stock, and to fix the number of shares of any series of ASGC preferred stock and the designation of any such series of ASGC preferred stock. ASGC’s board of directors, within the limits and restrictions stated in any resolution or resolutions of ASGC’s board of directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.

 

Any future issuance of ASGC preferred stock could affect the rights of holders of common stock.

 

Holders of shares of ASGC’s common stock are entitled to one vote for each share held of record on all matters voted upon by shareholders.

 

Upon liquidation or dissolution of ASGC, the assets legally available for distribution to holders of shares ASGC’s common stock, after payment of all obligations of ASGC and payment of any liquidation preference of all other classes and series of stock entitled thereto, including ASGC preferred stock, are distributable ratably among the holders of ASGC’s common stock.

 

The holders of ASGC’s common stock have no preemptive rights to subscribe for newly issued securities, and shares of ASGC’s common stock are not subject to redemption or conversion provisions. The shares of the ASGC common stock, when issued in connection with the merger, will be validly issued, fully paid, and non assessable.

Ou tstanding Warrants

As of July 31, 2012, ASGC had warrants outstanding as follows:

Grant Date		Number				Exercise Price			Expiration Date
January 15, 2010			500,000			$	1.25		January 15, 2015
May 25, 2010			800,000			$	0.44		May 26, 2015
Total			1,300,000

 

Ant i-Takeover Effects of Nevada Law and Provisions of ASGC’s Certificate of Incorporation

 

ASGC has adopted the Nevada Revised Statutes (“NRS”) within their Articles of Incorporation and incorporates the NRS into their Articles by reference by reference.  Below is a summary of the anti-takeover provisions NRS:

NRS 78.378 - 78.3793 governs the acquisition of a controlling interest in a corporation. The articles and bylaws of a corporation may impose stricter requirements on the acquisition of the controlling interest. The provisions also do not restrict the Board and shareholders from adopting or signing plans, arrangements or instruments that grant or deny rights, privileges, power or authority to a holder or holders of a specified number of shares or percentage of share ownership or voting power in order to protect the Medinah.

Special Meeting

NRS 78.3789 provides that the acquiring person  may  deliver an offeror's statement to the registered office of the corporation, and may  call for a special meeting of the shareholders. The statement should set forth:

 

1.	A recital that the statement is made pursuant to the chapter;

2.	The name of the acquiring person and every person associated w/ him or her in the acquisition;

3.	Number of shares in any class of voting shares owned by acquiring person and associated people;

 

 

4.	Percentage of the voting securities owned; and

5.	If securities not yet acquired, a detailed description of:

1.	Terms and conditions of proposed acquisition; and

2.	Means by which consideration is to be paid.

 

Voting Rights of Acquiring Person

NRS 78.3791 provides that, unless otherwise provided for in Articles of Incorporation., a resolution of the stockholders granting voting rights to the control shares being acquired must be approved by:

 

1.	Holders of the majority of voting power of the corporation; and

2.	The holders of a majority of each class affect; if the acquisition would adversely affect the relative preference or rights given to any other class or series of shares (excluding those shares held by interested stockholder).

 

Redemption of Control Shares

NRS 78.3792 provides that, if provided in the Articles of Incorporation or Bylaws, the issuing corporation may  call for redemption w/in 30 days of not less than all of the control shares at the average price paid, if:

A. Offeror's statement wasn’t delivered pursuant to NRS 78.3789 ( see  above); or

B. Offeror's statement delivered by control shares not given full voting rights by stockholder.

 

Rights of dissenting shareholders

NRS 78.3793 provides that, unless otherwise provided for in Articles of Bylaws, a shareholder who did not vote in favor of authorizing the voting rights to the acquiring person, has dissenter's rights and may obtain payment for a fair value of his/her shares.

 

Tr ansfer Agent

The transfer agent for ASGC common stock will be American Register & Transfer Co., which is located at 342 East 900 South, Salt Lake City, UT 84111.

COM PARISON OF SHAREHOLDER RIGHTS

As a result of the merger, the holders of Medinah common stock will become holders of ASGC common stock. Following the merger, the rights of Medinah shareholders will be governed by the ASGC and MergerSub Articles of Incorporation.  Both companies are incorporated in Nevada and no material differences exist between the governing documents of each entity aside from the par value of their respective authorized amounts of capital stock.  ASGC capital stock has a $0.001 par value and Medinah capital stock has a $0.001 par value.  Each entity has 50,000,000 of authorized capital stock.

SEC URITIES ACT RESTRICTIONS ON RESALE OF ASGC COMMON STOCK

The outstanding ASGC common stock will have been registered under the Securities Act, and owners of ASGC common stock who are not affiliates of ASGC may freely resell their shares of ASGC common stock under the Securities Act. Owners who are affiliates will also be permitted to resell their shares, but must comply with Exchange Act individual filing requirements with the SEC. For this purpose, an “affiliate” of ASGC is any person who controls, is controlled by or is under common control with ASGC.

LEG AL MATTERS

The Apex Law Group, LLP will pass upon the validity of the securities of ASGC offered by this prospectus and certain other legal matters related to this prospectus.

EX PERTS

The accompanying balance sheets of ASGC as of July 31, 2012 and 2011 and the related statements of operations, changes in shareholders’ equity, and cash flows for the year ended July 31, 2012 have been audited by Thomas J Harris, independent registered public accounting firm, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing.

 

WHE RE YOU CAN FIND MORE INFORMATION

ASGC has filed a registration statement on Form S-4 to register the issuance of ASGC common stock to be issued to Medinah shareholders in the business combination. This prospectus is a part of that registration statement and constitutes a prospectus of ASGC.

ASGC files annual, quarterly and current reports, proxy statements and other information with the SEC. You may inspect or copy these materials at the Public Reference Room at the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC public reference room. ASGC’s public filings are also available to the public from the SEC’s website at http://www.sec.gov .

Information and statements contained in this prospectus are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this prospectus.

 

If you would like additional copies of this prospectus or if you have questions about the business combination, you should contact via phone or in writing:

AMERICAN SIERRA GOLD CORP.	MEDINAH GOLD, INC.
1218 Third Avenue, Suite 505	9555 SW Allen Blvd., number 36
Seattle, WA 98101	Beaverton, Oregon 97005
Tel: (206) 910-2687	Tel: (952) 281-9593
Attention: James Vandeberg	Attention: Larry Regis, President

The information in this prospectus is not complete and may be changed. We may not offer these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

$10,249,766.40

AMERICAN SIERRA GOLD CORP.

Common Stock

 

The date of this Prospectus is November ___, 2012.