UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2017

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [                      ] to [                         ]

Commission file number 000 -55873

 
AMERICAN PARAMOUNT GOLD CORP.
(Exact name of registrant as specified in its charter)

Nevada
20-5243308
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
1878 Camino Verde Lane, Las Vegas, Nevada
89119
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (855) 462-8882
 
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Name of Each Exchange on Which Registered
N/A
N/A

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

Common Shares
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act  Yes [  ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes [  ]  No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

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

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

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [X]

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

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
 
The aggregate market value of Common Stock held by non-affiliates of the Registrant on August 31, 2016 was $8,637 based on a $0.01 closing price for the Common Stock on August 31, 2016. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
 
8,337,618 shares of common stock issued & outstanding as of December 11, 2017
 
DOCUMENTS INCORPORATED BY REFERENCE
 
None.
 

Explanatory Note
 
The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended August 31, 2017, filed with the Securities and Exchange Commission on December 14, 2017 (the "Form 10-K"), is solely to furnish Exhibit 101 to the Form 10-K.  Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
2

 
PART IV
 
 
Item 15. Exhibits, Financial Statement Schedules
 
(a)
Financial Statements
 
 
 
 
(1)
Financial statements for our company are listed in the index under Item 8 of this document
 
 
 
 
(2)
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or noted thereto.
 
 
 
(b)
Exhibits

Exhibit
 
Exhibit
 
Number
 
Description
 
 
 
 
 
(3)
 
Articles of Incorporation and By-laws
 
 
     
3.1
 
Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on October 23, 2006).
 
 
     
3.2
 
By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on October 23, 2006).
 
 
     
3.3
 
Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010).
 
 
     
3.4
 
Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2010).
 
 
     
3.5
 
Certificate of Change filed with the Nevada Secretary of State on November 28, 2010 (incorporated by reference from our Current Report on Form 8-K filed on January 24, 2012).
 
 
     
3.6
 
Certificate of Correction filed with the Nevada Secretary of State on November 29, 2012 (incorporated by reference from our Current Report on Form 8-K filed on January 24, 2012).
 
 
 
 
(4)
 
Instruments defining the rights of security holders, including indentures
 
 
 
4.1
 
Code of Ethics (incorporated by reference from our Annual Report on Form 10-K filed on February 28, 2017).
 
 
3

 
 
Exhibit
 
Exhibit
Number
 
Description
     
(10)
 
Material Contracts
 
 
 
10.1
 
Mineral Lease Agreement between Royce L. Hackworth and Belva L. Tomany and Zebra Resources (now know as American Paramount Gold Corp.) dated April 16, 2011. (incorporated by reference from our Current Report on Form 8-K filed on April 19, 2011).
 
 
 
10.2
 
Consulting Agreement between our company and Wayne Parsons dated April 14, 2011. (incorporated by reference from our Current Report on Form 8-K filed on April 27, 2011).
 
   
10.3
 
Option Cancellation Agreement between our company and Wayne Parsons dated November 18, 2011.
 
   
10.4
 
Convertible Loan Agreement between our company and Monaco Capital Inc. dated December 17, 2010.
 
 
 
(31)
 
Section 302 Certifications
 
 
 
31.1*
 
Section 302 Certification – Principal Executive Officer and Principal Financial Officer
 
(32)
 
Section 906 Certification
 
 
 
32.1*
 
Section 906 Certification – Principal Executive Officer and Principal Financial Officer
 
 
 
(101)**
 
Interactive Data File (Form 10-K for the Year Ended December 31, 2012)
 
 
 
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document.
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.

*
Previously filed
 
 
**
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
 
 
4


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

 
AMERICAN PARAMOUNT GOLD CORP.
 
(Registrant)
 
 
 
 
Dated: December 15, 2017
/s/ Ron Loudoun
 
 
Ron Loudoun
 
President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director
 
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


 
 
Dated: December 15, 2017
/s/ Ron Loudoun
 
 
Ron Loudoun
 
President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director
 
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
 
 
 
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