U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended April 30, ~~2013~~2014

Commission file number: 000-53630

AMERICAN MAGNA CORP.

(Formerly known as Dakota Gold Corp.)

(Exact name of registrant as specified in its charter)

Nevada		20-5859893
(State of incorporation)		(I.R.S. Employer Identification No.)

701 N. Green Valley Parkway, Suite 200

Henderson, Nevada, 89074

(Address of principal executive offices)

(702) 990-3256

(Registrant’s telephone number, including area code)

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

None

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

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of 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) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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. x¨

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. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of October 31, ~~2012~~2013 was approximately $~~445~~153,~~500~~000.

The number of shares of the issuer’s common stock issued and outstanding as of ~~August~~July 1225, ~~2013~~2014 was 1732,~~345~~723,~~998~~946 shares.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

			Page
Glossary of Mining Terms			3
			6
PART I
	Item 1	Business	6
	Item 1A	Risk Factors	1110
	Item 1B	Unresolved Staff Comments	20
	Item 2	Property	2120
	Item 3	Legal Proceedings	2625
	Item 4	Mine Safety Disclosures	2625
	PART II		26
	Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
	Item 6	Selected Financial Data	27
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	3433
	Item 8	Financial Statements and Supplementary Data.	3433
	Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	5150
	Item 9A	Controls and Procedures	5150
	Item 9B	Other Information	5251
	PART III		52
	Item 10	Directors, Executive Officers and Corporate Governance	5352
	Item 11	Executive Compensation	5554
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
	Item 13	Certain Relationships and Related Transactions, and Director Independence	5758
	Item 14	Principal Accountant Fees and Services	58
	PART IV		59
	Item 15	Exhibits, Financial Statement Schedules	59
	SIGNATURES		61

Glossary of Mining Terms

Adit(s), Historic working driven horizontally, or nearly so into a hillside to explore for and exploit ore.

Ag. Elemental symbol for silver.

Auger holes. Drill hole constructed with a small portable drill rig using a hydraulic-driven auger.

Au. Elemental symbol for gold.

Felsic Tertiary Volcanic Rocks. Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million years ago.

Geochemical sampling. Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them.

Geologic mapping. Producing a plan and sectional map of the rock types, structure and alteration of a property.

Geophysical survey. Electrical, magnetic, gravity and other means used to detect features, which may be associated with mineral deposits

Granite. A medium to coarse crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.

Magnetic lows. An occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.

Plug. A vertical pipe-like body of magma representing a volcanic vent similar to a dome.

Quartz Stockworks. A multi-directional system of quartz veinlets.

RC holes. Short form for Reverse Circulation Drill holes. These are holes left after the process of Reverse Circulation Drilling.

Resource. An estimate of the total tons and grade of a mineral deposit defined by surface sampling, drilling and occasionally underground sampling of historic diggings when available.

Reverse circulation drilling. A less expensive form of drilling than coring that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not give as much information about the underlying rocks.

Sedimentation. The process of deposition of a solid material from a state of suspension or solution in a fluid (usually air or water).

Tertiary. That portion of geologic time that includes abundant volcanism in the western U.S.

Trenching. A cost effective way of examining the structure and nature of mineral ores beneath gravel cover. It involves digging long usually shallow trenches in carefully selected areas to expose unweathered rock and allow sampling.

Tuffaceous. Pertaining to sediments which contain up to 50% tuff.

Volcanic center. Origin of major volcanic activity.

Volcanoclastic. Coarse, unsorted sedimentary rock formed from erosion of volcanic debris.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of American Magna Corp. (the “Company”, “American Magna”, “us”, or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

PART I

Item 1. Description of Business

We are engaged in natural resource exploration and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource properties. Currently we are in the exploration stage and are undertaking one exploration program in Nevada.

History

~~American~~We ~~Magna~~are ~~Corp. (formerly known as Dakota Gold Corp.) is~~ an exploration stage company. We were incorporated under the laws of the State of Florida on October 27, 2006 under the name Coastline Corporate Services, Inc. The Company was initially established to provide services to public companies requiring guidance and assistance in converting and filing their documents with the Securities and Exchange Commission. On November 26, 2010, the Company changed its name from Coastline Corporate Services, Inc. to Dakota Gold Corp. and its business to mineral resource exploration and moved its domicile to Nevada. In July 2013, the Company changed its name from Dakota Gold Corp. to American Magna Corp. and its business focus from gold to magnesium exploration.

On July 8, 2010 the Company’s principal shareholder entered into a Stock Purchase Agreement which provided for the sale of 600,000 shares of common stock of the Company to Daulat Nijjar. In addition, Mr. Nijjar acquired a total of 47,500 shares of common stock from three other shareholders resulting in Mr. Nijjar owning a total of 647,500 shares of common stock, or at that time, 81.7% of the issued and outstanding shares of common stock of the Company. Effective as of July 8, 2010, in connection with the share acquisition, Mr. Nijjar was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director, and Chairman of the Company.

On August 16, 2010, Mr. Nijjar returned 450,000 shares of common stock to the Company for cancellation in order to reduce the number of shares issued and outstanding. Subsequent to the cancellation, the Company had 342,998 shares issued and outstanding; a number that Mr. Nijjar, who was also aan officer and director of the Company at that time, considered more in line with the Company’s business plans. Following the share cancellation, Mr. Nijjar owned 197,500 shares of common stock, or 57.6%, of the remaining 342,998 issued and outstanding shares of common stock of the Company at that time.

On ~~August~~December 182, 2010, ~~Mr. Nijjar, as~~ the ~~holder~~Company ofeffectuated ~~197,500,~~a orforward ~~57.6%,~~split of ~~the~~its issued and outstanding ~~shares of the Company’s~~ common stock aton ~~that time, provided the Company with written consent in lieu of~~ a ~~meeting~~100:1 ofbasis ~~stockholders~~and ~~authorizing~~on ~~the~~June ~~Company~~16, to2011, ~~amend~~ the Company’s ~~Articles~~completed ofa ~~Incorporation~~reverse ~~for~~stock ~~the~~split ~~purpose~~ of changing the name of the Company from Coastline Corporate Services, Inc. to “Dakota Gold Corp”. In connection with the change of the Company’s name to Dakota Gold Corp. the Company intended to change its ~~business~~issued ~~to mineral resource exploration~~ and ~~move~~outstanding ~~its~~shares ~~domicile~~of tocommon ~~Nevada. In~~stock ~~order~~at ~~to undertake the name and domicile change, the Company incorporated~~ a ~~wholly-owned~~ratio ~~subsidiary~~of in1 ~~Nevada~~new ~~named~~post ~~Dakota~~reverse ~~Gold~~split ~~Corp.~~common ~~and~~stock ~~merged~~for ~~Coastline~~each ~~Corporate~~100 ~~Services,~~outstanding ~~Inc.~~pre-reverse ~~with~~split ~~the~~common ~~new~~stock ~~subsidiary. The~~of ~~name and domicile change became effective on November 26, 2010 and~~ the Company ~~is now a Nevada corporation~~.

On September 10, 2010, the Company executed a property option agreement (the “Caldera Property Option Agreement”) with Zsolt Rosta, Jennifer Oliver, and Genesis Gold Corporation (the “Property Owners”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by the Property Owners. The property known as the Caldera Property is located in Nye County, Nevada and consisted of 32 unpatented claims (the “Caldera Property”). Upon execution of the Caldera Property Option Agreement, the Company paid the Property Owners $5,000. The Caldera Property Option Agreement required the

~~On September 10, 2010, the~~ Company executed a property option agreement (the “Caldera Property Option Agreement”) with Zsolt Rosta, Jennifer Oliver, and Genesis Gold Corporation (the “Property Owners”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by the Property Owners. The property known as the Caldera Property is located in Nye County, Nevada and consisted of 32 unpatented claims (the “Caldera Property”). Upon execution of the Caldera Property Option Agreement, the Company paid the Property Owners $5,000. The Caldera Property Option Agreement required the Company to make a total of $1,975,000 in additional property option payments and incur $200,000 in exploration expenditures on the Caldera Property. On August 17, 2012, the Company terminated the Caldera Property Option Agreement. The Company ~~has~~ determined that the Caldera Property no longer ~~fits~~fit with its business parameters. The Company no longer has any interest in the Caldera Property and no additional payments are required under the Caldera Property Option Agreement. As a result of such termination, the Company paid $73,~~000~~640 for fees and expenses in order to maintain the property in good standing until August 2013. The Company no longer has any interest in the Caldera Property and no additional payments are required under the Caldera Property Option Agreement.

On ~~December~~August 217, ~~2010~~2012, the Company’s ~~Board~~executed ofa ~~Directors~~property ~~adopted~~option agreement (the “MinQuest Agreement) with MinQuest, Inc., a ~~resolution~~natural toresource ~~split~~exploration company (“MinQuest”), granting the Company’s ~~stock~~the right to acquire 100% of the mining interests of a Nevada mineral exploration property controlled by MinQuest. The ~~common~~property ~~stock~~known as the Crescent Fault Property is located in Eureka County, Nevada and consists of 33 unpatented claims. Upon execution of the MinQuest Agreement, the Company ~~was~~paid ~~forward~~MinQuest ~~split~~$5,000. The onMinQuest aAgreement required the Company to make $860,000 in additional property option payments and incur $3,100:1,000 ~~basis~~in onexploration expenditures. On July 20, 2013, the ~~record~~Company ~~date~~terminated the Crescent Fault Agreement having determined that the Crescent Fault Property no longer fits its business parameters. As a result of ~~December~~such 16termination, ~~2010~~the Crescent Fault Property has been returned to MinQuest and athe ~~payment~~Company ~~date~~is ofresponsible ~~December~~to 17pay all claim fees, ~~2010~~payments and expenses in order to maintain the property in good standing until July 2014. The Company has paid these fees and expenses of $5,234.

On ~~March~~July 2519, ~~2011~~2013, the Company ~~received~~executed a ~~joint~~property ~~written~~option ~~consent~~agreement in(the ~~lieu~~“Bell ofFlat aAgreement”) ~~meeting~~with ~~(the~~Desert ~~“Joint~~Pacific ~~Written~~Exploration ~~Consent~~Inc. (“DPE”), ~~from~~a natural resource exploration company, granting the ~~members~~Company the right to acquire 100% of the ~~Board~~mining interests of ~~Directors~~a ~~(the~~Nevada ~~“Board”)~~mineral ~~and~~exploration property currently controlled by DPE. The property known as the ~~holder~~Bell ofFlat ~~197,500~~Project ~~(representing~~is ~~57.1%)~~comprised of ~~the~~11 ~~issued~~unpatented mining claims and ~~outstanding~~located ~~shares~~within Churchill County, Nevada. Upon execution of ~~our~~the ~~common~~Bell ~~stock~~Flat (Agreement, the ~~“Majority~~Company ~~Stockholder”)~~paid DPE $5,000. On ~~The~~August ~~Joint~~26, ~~Written~~2013 ~~Consent~~the ~~adopted~~Company ~~resolutions~~and ~~which~~DPE ~~authorized~~amended the ~~Company~~agreement to ~~act~~clarify oncertain aprovisions ~~proposal~~of the agreement. The Bell Flat Agreement requires the Company to ~~effect~~make a ~~reverse~~total ~~stock~~of ~~split~~$320,000 onproperty ~~the~~option ~~issued~~payments and ~~outstanding~~incur $4,000,000 in exploration expenditures. Pursuant to the Bell Flat Agreement, the Company issued 15,000,000 shares of restricted common stock ofto DPE subject to an escrow agreement (the ~~Company~~“Escrow atAgreement”). DPE, athe ~~ratio~~owner of 1the ~~new~~Bell ~~post~~Flat ~~reverse~~Project, ~~split~~is ~~common~~50% ~~stock~~owned ~~for~~by ~~each~~Herb ~~100~~Duerr, ~~outstanding~~our ~~pre~~former ~~reverse~~President ~~split~~and ~~common~~Chief ~~stock~~Executive Officer and a director of the Company~~. On~~ ~~June~~and 16a vice president of DPE and 50% owned by his wife Naomi Duerr, ~~2011~~who ~~the~~is ~~reverse~~also ~~split~~President ~~was~~of ~~completed~~DPE.

Effective as of August 31, 2011 the Board elected Mr. Bobby Nijjar President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director of the Company. Also effective as of August 31, 2011 Mr. Daulat Nijjar resigned as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director of the Company. Mr. Bobby Nijjar is the son of Mr. Daulat Nijjar.

Effective August 1, 2012 the Board elected Mr. Herb Duerr President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director of the Company. Also effective as of August 1, 2012 Mr. Bobby Nijjar resigned as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Treasurer of the Company. Mr. Bobby Nijjar remained as the Company’s Secretary and Director.

On August 17, 2012, the Company executed a property option agreement (the “MinQuest Agreement) with MinQuest, Inc., a natural resource exploration company (“MinQuest”),.granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest. The property known as the Crescent Fault Property is located in Eureka County, Nevada and consists of 33 unpatented claims. Upon execution of the MinQuest Agreement, the Company paid MinQuest $5,000. The MinQuest Agreement required the Company to make $860,000 in additional property option payments and incur $3,100,000 in exploration expenditures.. On July 20, 2013, the Company terminated the MinQuest Agreement having determined that the Crescent Fault Property no longer fits its business parameters.

As a result of such termination, the Crescent Fault Property has been returned to MinQuest and the Company is responsible to pay all claim fees, payments and expenses in order to maintain the property in good standing until July 2014. It is estimated that such fees and expenses will be $5,135.

Effective July 2, 2013 the Company amended its Articles of Incorporation for the purpose of changing its name from Dakota Gold Corp. to “American Magna Corp.” In connection with the change of the Company’s name to American Magna Corp. the Company intends to change its business from an emphasis on gold exploration to magnesium exploration.

On July 19, 2013, the Company executed a property option agreement (the “DPE Agreement”) with Desert Pacific Exploration Inc., a natural resource exploration company (”DPE”), granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by DPE. The property known as the Bell Flat Project is comprised of 11 unpatented mining claims and located within Churchill County, Nevada. Upon execution of the DPE Agreement, the Company paid DPE, $5,000. The DPE Agreement requires the Company to make a total of $620,000 in additional property option payments and incur $3,000,000 in exploration expenditures. Pursuant to the DPE Agreement, Company issued 15,000,000 shares of restricted common stock to its President and CEO. The parties are discussing amendments to the property option agreement.

Business Operations

We are a natural resource exploration stage company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is magnesium. We ~~are an exploration stage company. We~~ do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. Therefore, we anticipate selling or partnering any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We believe selling or partnering a deposit found by us to these major mining companies, would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for the Company to continue operations.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have optioned in Nevada contains commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such ~~as fluctuation in the commodities markets~~, unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost. There is also an inherent risk in the natural resources business due to fluctuations in the commodities markets.

Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the selling or partnering of our property, the purchase of small interests in producing properties, the purchase of properties where feasibility studies already exist or by the optioning of natural resource exploration and development projects. To date we have one property under option. We have not yet conducted any significant exploration on the property. There has been no indication as yet that any commercially viable mineral deposits exist on this property, and there is no assurance that a commercially viable mineral deposit exists on our property. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

Competition

The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for sale of same. We compete with many junior exploration companies many of which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to develop, maintain or expand our business.

Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

Government Regulation

The federal government and various state and local governments have adopted laws and regulations regarding the protection of natural resources, human health and the environment. We will be required to conduct all exploration activities in accordance with all applicable laws and regulations. These may include requiring working permits for any exploration work that results in physical disturbances to the land and locating claims, posting claims and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for natural resources, as well as environmental matters relating to exploration and development. Because these laws and regulations change frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.

Any exploration or production on United States Federal land will have to comply with the Federal Land Management Planning Act which has the effect generally of protecting the environment. Any exploration or production on private property, whether owned or leased, will have to comply with the Endangered Species Act and the Clean Water Act. The cost of complying with environmental concerns under any of these acts varies on a case-by-case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

Other than the normal bonding requirements, there are no costs to us at the present time in connection with compliance with environmental laws. However, since we anticipate engaging in natural resource projects, these costs could occur at any time. Costs could extend into the millions of dollars for which we could be liable. In the event of liability, we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.

Employees

We have commenced only limited operations. Therefore, we have no full time employees. Our officers and directors provide planning and organizational services for us on a part-time basis.

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Item 1A. Risk Factors

Factors that May Affect Future Results

1. Our independent auditor has issued a going concern opinion after auditing our financial statements. Our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

We will be required to expend substantial amounts of working capital in order to explore and develop our Bell Flat Project. Upon changing our business to mineral exploration we entered the exploration stage on August 1, 2010. Our operations have been funded entirely from capital raised from our private offerings of securities from March 2011 through ~~September~~October ~~2011~~2013 and from a bridge loan initially closed in August 2010. We will continue to require additional financing to execute our business strategy. We are totally dependent on external sources of financing for the foreseeable future, of which we have no commitments. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. Our failure to raise additional funds in the future will adversely affect our business operations, and may require us to suspend our operations, As of April 30, ~~2013~~2014 we have incurred a net loss of $~~230~~338,~~997~~834 from inception of the exploration stage and used cash in operations from inception of the exploration stage of $~~226~~299,~~445~~785. After auditing our financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. If we are unable to obtain necessary financing, we will be required to curtail our development plans which could cause us to become dormant and our shareholders to lose their investment in our company. In addition, any additional equity financing may involve substantial dilution to our then existing stockholders.

2. We are an exploration stage company, have generated no revenues to date and have a limited operating history upon which we may be evaluated.

We were incorporated on October 26, 2006 in the State of Florida under the name Coastline Corporate Services, Inc. In 2010 we completed a name and jurisdiction change and on August 1, 2010 we became an exploration stage company. We have optioned an early stage mineral property but the property does not have any known resources or reserves. Our only other meaningful asset is approximately $369,~~660~~820 in cash at April 30, ~~2013~~2014. Our limited operating history makes it difficult to evaluate our business on the basis of historical operations. We have no known commercially viable deposits, or “resources”, or "reserves" on our property. Therefore, determination of the existence of a resource or reserve will depend on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If we fail to find a commercially viable deposit on our ~~Property~~property our financial condition and results of operations will suffer. If we cannot generate income from the property we will have to cease operations which will result in the loss of your investment.

1110

We face all of the risks inherent in a new business and those risks specifically inherent in the exploration stage company, with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject. We cannot assure you that we will be able to generate revenues or profits from the operation of our business or that we will be able to generate or sustain profitability in the future.

3. We expect losses in the future because we have no revenue to offset losses.

As reflected in our financial statements we are in the exploration stage. Since entering the exploration stage on August 1, 2010, we have incurred a net loss of $~~230~~338,~~997~~834 and used cash in operations of $~~226~~299,~~445~~785. As we have no current revenue, we are expecting losses over the next 12 months because we do not have any revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.

4. Our business model is unproven and our success is dependent on our ability to explore and develop our mineral property.

Our business model is to generate revenues from the sale of minerals from our optioned exploration property located in Churchill County, Nevada. We cannot guarantee that we will ever be successful in effectuating our business plan or in generating revenues in the future. The Bell Flat Property is at a very early stage, and our ability to generate revenue is unproven. Therefore, it is not possible for us to predict the future level of production, if any, or if we will be able to effectuate our business plan. If we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

5. Because we anticipate our operating expenses will increase prior to our earning revenues, if any, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues due to the significant amount of expenditures required to bring a property to the point where it is producing revenue. Therefore, we expect to incur significant losses into the foreseeable future. If we are unable to generate significant revenues from the exploration of our mineral claims we will not be able to earn profits or continue operations.

6. The failure to hire qualified employees or consultants would damage our business.

Due to the highly technical nature of our business, we will depend greatly on attracting and retaining experienced management and highly qualified and trained personnel. We will compete with other companies intensely for qualified and well trained professionals in our industry. If we cannot hire or retain, and effectively integrate, a sufficient number of qualified and experienced professionals, this will have a material adverse effect on our capacity to sustain and grow our business.

1211

7. Because our President and ~~CEO~~Chief isExecutive ~~also~~Officer anserves ~~owner~~as ~~of,~~a ~~and~~ consultant to, several other exploration companies engaged in mineral exploration, a potential conflict of interest exists which could negatively impact our ability to acquire properties to explore and to run our business.

Our President and ~~CEO~~Chief ~~owns~~Executive ~~and/or~~Officer isconsults anfor ~~officer~~other ~~of several mineral exploration consulting~~ businesses and may be involved in related pursuits that could present conflicts of interest with our company.. This association may give rise to inherent conflicts of interest from time to time. For example, we may be presented with an opportunity in which our officer would have to decide if the opportunity would be more appropriate for us or another company. To date there have not been any conflicts of interest.

8. IfOne weof doour ~~not~~directors ~~make~~is ~~the~~an ~~required~~officer ~~option~~of ~~payments and property expenditure requirements mandated in~~ the ~~DPE~~owner ~~Agreement~~of ~~with~~ the Bell Flat Project ~~owners we will lose our interest in the Bell Flat Project and our business may fail~~.

IfThe weCompany dohas ~~not~~executed ~~make~~the ~~all~~Bell Flat Agreement with DPE. DPE, the owner of the ~~property~~Bell ~~payments~~Flat orProject, ~~incur~~is ~~the~~50% ~~required~~owned ~~expenditures~~by inHerb ~~accordance~~Duerr, ~~with~~our former President and Chief Executive Officer, and currently a director of the Company and a vice president of DPE ~~Agreement~~and on50% ~~the~~owned ~~Bell~~by ~~Flat~~his ~~Project~~wife wewho ~~will~~is ~~lose~~also ~~our~~President ~~option~~of toDPE. ~~acquire~~This may present an inherent conflict of interest between the ~~property~~interests ~~and~~of ~~may~~the ~~not~~parties bein ~~able~~the toBell ~~continue~~Flat toAgreement. ~~execute~~In ~~our~~addition, ~~business~~the ~~objectives~~Company ifwill webe ~~are~~relying ~~unable~~on Mr. Duerr’s expertise to ~~find~~help anplan ~~alternate~~and oversee its exploration ~~interest.~~program ~~Since~~on ~~our~~the ~~payment~~Bell ~~obligations~~Flat ~~are~~Project ~~non-refundable~~together with Douglas McGibbon, ifa wedirector doof ~~not~~the ~~make~~Company. Because ~~any~~Mr. ~~payments,~~Duerr weis ~~will~~an ~~lose~~owner ~~any~~and ~~payments~~officer ~~previously~~of ~~made~~DPE and ~~all~~a ~~our~~director ~~rights~~of the Company he may be in conflict with respect to the ~~property~~direction taken by the Company on its exploration program on the Bell Flat Project which could adversely affect the Company’s financial condition and shareholders’ interests.

9. ~~Because~~ If ofwe ~~the~~do ~~speculative~~not ~~nature~~make ofthe ~~exploration~~required option payments and ~~development~~property ofexpenditure ~~natural~~requirements ~~resources,~~mandated ~~there~~in isthe aBell ~~substantial~~Flat ~~risk~~Agreement ~~that~~to the property owners we will lose our interest in the Bell Flat Project and our business ~~will~~may fail.

If we do not make all of the property payments or incur the required expenditures in accordance with the Bell Flat Agreement we will lose our option to acquire the property and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest. Since our payment obligations are non-refundable, if we do not make any payments, we will lose any payments previously made and all our rights to the property.

10. Because of the speculative nature of exploration and development of natural resources, there is a substantial risk that our business will fail.

The search for valuable natural resources on our property is extremely risky as the exploration for natural resources is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing mines. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability the Property does not contain any reserves, and any funds we spent on exploration will probably be lost. In such a case, we would be unable to complete our business plan.

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. 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. The risks associated with mineral exploration include:

·	the identification of potential 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.

1311. We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral reserves.

10. We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral reserves.

The natural resource market is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors such as other junior exploration companies or with any new competitors. We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

1112. We may not have the funds to purchase all of the supplies, manpower and materials we need to begin exploration which could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, manpower and certain equipment such as drill rigs, bulldozers and excavators that we might need to conduct exploration. If there is a shortage or scarcity, we cannot compete with larger companies in the exploration industry for supplies, manpower and equipment. In the event that the prices for such resources rise above our affordability levels, we may have to delay or suspend operations. In the event we are forced to limit our exploration activities, we may not find any minerals, even though our Property may contain mineralized material. Without any minerals we cannot generate revenues and shareholders may lose their investment in our company.

~~12. The prices of minerals are highly volatile and a decrease in mineral prices could result in us incurring losses.~~13

13. The prices of minerals are highly volatile and a decrease in mineral prices could result in us incurring losses.

The profitability of natural resource operations are directly related to the market prices of the underlying commodities. The market prices of minerals 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 in the minerals markets from the time development of a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a mineral property at a time when the price of the underlying mineral make such exploration economically feasible and, subsequently, incur losses because metals prices have decreased. Adverse fluctuations of mineral market price may force us to curtail or cease our business operations.

14. Because our business involves numerous operating hazards, we may be subject to claims of a significant size which would be costly to rectify.

13. Because our business involves numerous operating hazards, we may be subject to claims of a significant size which would be costly to rectify.

Our proposed business is subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure, and craterings. The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of equipment, injury or death to personnel resulting in substantial liability to us. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs and could force us to cease our operations, which will cause you a loss of your investment.

Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program. We do not currently carry insurance to protect against these risks and we may not obtain such insurance in the future. Even if we do obtain insurance, the nature of these risks is such that liabilities could exceed policy limits or be excluded from coverage. The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, thereby hurting our financial position, potential future earnings, and competitive positions and the cessation of our operations.

1415. Failure to comply with regulations or damage to the environment from our operations may subject us to significant claims.

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry since the rules and regulations frequently are amended or interpreted. We cannot predict the future cost or impact of complying with these laws.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulation could expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the cost of which could harm our results of operations. We cannot be sure that our proposed business operations will not violate environmental laws in the future.

Our operations and property are subject to extensive federal, state, and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. These laws and regulations may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released into the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities for pollution resulting from our proposed operations. Non-compliance with laws, including environmental laws could result in significant costs and liabilities that would adversely affect our finances and force us to cease operations.

1516. Because access to our mineral claims is limited during inclement weather conditions delays in our exploration could occur.

The business of mining for magnesium and other metals is generally subject to a number of risks and hazards including natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes. Access to our mineral ~~Property~~property is restricted during these weather conditions. Furthermore, during the winter months exploration cannot be done on ~~the~~our ~~Property~~property. As a result, any attempt to test or explore ~~the~~our ~~Property~~property is largely limited to the times when weather conditions permits such activities. These limitations may result in significant delays in exploration efforts. Such delays may have a significant negative effect on our results of operations.

1617. ~~Our~~We ~~principal~~are ~~stockholder,~~currently ~~who~~focused ison ~~also~~the ~~our chief~~exploration ~~executive~~of ~~officer and~~ a ~~director,~~single ~~owns~~mineral ~~a controlling interest in our voting stock and is able to influence all matters requiring shareholder approval and approval of significant corporate transactions~~property.

Our ~~principal~~property ~~shareholder~~exploration ~~beneficially~~efforts ~~owns~~are ~~approximately~~currently ~~86.5%~~focused ofon ~~our~~a ~~outstanding~~single ~~common~~property, ~~stock~~the Bell Flat Project. AsThe search for valuable natural resources as a ~~result,~~business ~~this~~is ~~shareholder~~extremely ~~will~~risky. We can provide investors with no assurance that the property we have optioned in Nevada contains commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as fluctuation in the ~~ability~~commodities tomarkets, ~~control~~unusual ~~substantially~~or ~~all~~unexpected ~~matters~~formations ~~submitted~~and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our ~~stockholders~~business ~~for~~plan ~~approval~~and ~~including:~~any money spent on exploration would be lost.

18. Our principal stockholder, who is an affiliate of the Company, owns a significant interest in our voting stock and is able to influence all matters requiring shareholder approval and approval of significant corporate transactions.

Our principal shareholder, DPE, beneficially owns approximately 45.8% of our outstanding common stock and as a result, DPE will have the ability to influence all matters submitted to our stockholders for approval including:

• election of our board of directors;

• removal of any of our directors;

• amendment of our Articles of Incorporation or bylaws; and

• adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.;

and may take actions that are contrary to your interests.

1619. Because our President and Chief Executive Officer has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

~~17. Because~~As a result of his duties and responsibilities with the other businesses, our President ~~has~~and ~~only~~Chief Executive Officer, Carl Nesbitt has agreed to provide his management services to us on a part-time basis. Because we are in the early stages of our business, heMr. ~~may~~Nesbitt will not be ~~able~~spending orall ~~willing~~of his time working for the Company. Mr. Nesbitt will expend enough time to ~~devote~~oversee athe ~~sufficient~~work ~~amount~~program that has been approved by the Company. Later, if the demands of our business require additional time from Mr. Nesbitt, he is prepared to adjust his timetable to devote more time to our business. ~~operations~~However, ~~causing~~it still may not be possible for Mr. Nesbitt to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Nesbitt’s other interests increase. Competing demands on Mr. Nesbitt’s time may lead to ~~fail~~a divergence between his interests and the interests of our shareholders.

As a result of his duties and responsibilities with the other businesses Mr. Duerr can only provide his management services to us on a part-time basis. Because we are in the early stages of our business, Mr. Duerr will not be spending all of his time working for the Company. Mr. Duerr will expend enough time to oversee the work program that has been approved by the Company. Later, if the demands of our business require additional time from Mr. Duerr, he is prepared to adjust his timetable to devote more time to our business. However, it still may not be possible for Mr. Duerr to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Duerr’s other interests increase. Competing demands on Mr. Duerr’s time may lead to a divergence between his interests and the interests of our shareholders.

RISK FACTORS RELATING TO OUR COMMON STOCK

1820. We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $.001 per share, of which 1732,~~345~~723,~~998~~946 shares are currently issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

~~19. Our chief executive officer who is also a director owns a controlling interest in our voting stock. .~~16

~~Our~~21. DPE ~~chief executive officer, who is also a director,~~ beneficially owns approximately 8645.58% of our outstanding common stock. If and when he is able to sell his shares in the market, such sales within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the value of your investment in the Company. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

17DPE beneficially owns approximately 45.8% of our outstanding common stock If and when DPE is sells its shares in the market, such sales within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the value of your investment in the Company. DPE's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

2022. Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

1823. Since our shares are quoted on the OTC Bulletin Board, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

~~21. Since~~A significant portion of the outstanding shares of our common stock held by present shareholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. On November 15, 2007, the Securities and Exchange Commission adopted changes to Rule 144, which, would shorten the holding period for sales by non-affiliates to six months (subject to extension under certain circumstances) and remove the volume limitations for such persons. The changes became effective in February 2008. Rule 144 provides in essence that an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1% of a company's outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the OTC Bulletin Board is not an "automated quotation system" and, accordingly, market based volume limitations are not available for securities quoted ononly over the OTC Bulletin Board. As a result of the revisions to Rule 144 discussed above, ~~sales~~there is no limit on the amount of ~~our~~restricted ~~shares~~securities ~~relying~~that ~~upon~~may ~~rule~~be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if the Company has filed its required reports. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may ~~depress~~have ~~prices~~a depressive effect upon the price of the common stock in ~~that~~any market bythat amay ~~material amount~~develop.

~~The majority of the outstanding shares of our common stock held by present shareholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended~~24. As We ~~restricted shares, these shares~~ may be ~~resold~~exposed ~~only pursuant~~ to anpotential ~~effective~~risks ~~registration~~resulting ~~statement~~from ~~or under the~~ requirements ~~of Rule 144 or other applicable exemptions from registration~~ under ~~the~~Section ~~Act~~404 and as required under applicable state securities laws. On November 15, 2007, the Securities and Exchange Commission adopted changes to Rule 144, which, would shorten the holding period for sales by non-affiliates to six months (subject to extension under certain circumstances) and remove the volume limitations for such persons. The changes became effective in February 2008. Rule 144 provides in essence that an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of ~~shares that does not exceed 1% of a company's outstanding common stock. The alternative average weekly trading volume during~~ the four calendar weeks prior to the sale is not available to our shareholders being that the (“OTCBB”) is not an "automated quotation system" and, accordingly, market based volume limitations are not available for securities quoted only over the OTCBB. As a result of the revisions to Rule 144 discussed above, there is no limit on the amount of restricted securities that may be sold by a nonSarbanes-~~affiliate~~Oxley (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if the Company has filed its required reports. A sale under Rule 144 or under any other exemption from the Act, ~~if available, or pursuant to registration~~ of ~~shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop~~2002.

22. We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.

We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees, other than our sole officer and director. As we engage in the exploration of our mineral claim, hire employees and consultants, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital.

2325. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

~~Because~~We ~~none of our directors are independent, we~~ do not currently have independent audit or compensation committees. As a result, the directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

~~24. Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.~~19

26. Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

Item 1B. Unresolved Staff Comments

There are no unresolved staff comments.

Item 2. Description of Property

We do not own any real property. We currently maintain our corporate office space on a shared basis at 701 N. Green Valley Parkway, Suite 200, Henderson, Nevada, 89074 pursuant to a one-year lease for $249 per month that expires in August ~~2013~~2014. It is expected that the Company will renew its office lease for another year commencing August 1, 2014. Management believes that our office space is suitable for our current needs.

In the following discussion relating to our interests in real property, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim that is later declared invalid by the U.S. government, one could be evicted.

Bell Flat Project

Map of our Bell Flat Project located in Churchill County, Nevada.

2322

Bell Flat Project

Acquisition of Interest

On ~~July19~~July 19, 2013, the Company executed the ~~DPE~~Bell Flat Agreement ~~which~~ ~~granted~~on a mineral property known as the Bell Flat Project (the “”) with DPE pursuant to which the Company was granted the right to acquire 100% of the mining interests of ~~the~~a Nevada mineral exploration property currently controlled by DPE. The Bell Flat Project ~~which~~ is located in Churchill County, Nevada and currently consists of 11 unpatented claims (the “Property”).

~~Annual~~On August 26, 2013 the Company and DPE amended the Bell Flat Agreement to change the property payment schedule and amounts and expenditures due thereunder. Current annual option payments and minimum annual exploration expenditures under ~~DPE~~the Bell Flat Project Agreement are as noted below:

	Property		Work
	Property Payments $		Work Expenditures $
	Payments		Expenditures
Upon Execution of Agreement		5,000		-
Upon Execution of the Agreement	$	5,000	$	-
August 26, 2014		10,000		50,000
By May 21, 2014		10,000		50,000
August 26, 2015		15,000		150,000
By May 21, 2015		15,000		150,000
August 26, 2016		20,000		200,000
By May 21, 2016		20,000		150,000
August 26, 2017		30,000		350,000
By May 21, 2017		30,000		200,000
August 26, 2018		40,000		400,000
By May 21, 2018		40,000		350,000
August 26, 2019		50,000		450,000
By May 21, 2019		50,000		300,000
August 26, 2020		50,000		500,000
By May 21, 2020		50,000		300,000
August 26, 2021		50,000		550,000
By May 21, 2021		50,000		300,000
August 26, 2022		50,000		600,000
By May 21, 2022		50,000		200,000
August 26, 2023		-		750,000
By May 21, 2023		50,000		250,000
Totals:		320,000		4,000,000
By May 21, 2024		250,000		750,000
	$	620,000	$	3,000,000

~~Since~~In ~~our~~addition ~~payment obligations are non-refundable, if we do not make any payments under the DPE Agreement we will lose any payments made and all our rights~~ to the ~~Property.~~payment Ifof ~~all said payments under the Agreement are made~~$5,000 ~~then~~upon weexecution ~~will~~of ~~acquire all mining interests in~~ the ~~Property. If~~Bell ~~the~~Flat ~~Company fails to make any payment when due~~Agreement, the ~~DPE Agreement gives the~~ Company ais ~~60-day~~required ~~grace period~~ to ~~pay~~reimburse ~~the amount of the deficiency.~~ DPE ~~retained~~for ~~a 3% net smelter royalty of~~ the ~~aggregate~~2012 ~~proceeds~~and ~~received~~2013 byclaim ~~the~~fees ~~Company~~for ~~from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from~~ the Property~~, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties~~. The Company ~~shall~~has ~~have~~recorded the ~~one~~initiation ~~time~~payment ~~right exercisable for 90 days following completion~~ of ~~the initial feasibility study to buy up to 50% of DPE’s 3% royalty interest for~~ $35,000~~,000. Any~~ ~~exercise~~and ~~of its option to~~ the ~~Property~~reimbursement ~~rights~~of ~~under~~ the ~~DPE~~aggregate ~~Agreement~~2012 ~~requires~~and a2013 ~~yearly~~claim ~~advance~~fees ~~royalty~~of ~~payment~~an ofaggregate $203,~~000,~~430 up to ~~$200~~April 30,~~000~~ 2014.

24Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Bell Flat Agreement are made, we will acquire all mining interests in the Property. If the Company fails to make any payment when due, the Bell Flat Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. DPE retained a 3% net smelter royalty (“NSR”) of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

The Company may use DPE for its mineral exploration expertise on the Property. Furthermore, both the Company and DPE have the right to assign, sell, mortgage or pledge their rights in the DPE Agreement or the Property. In addition, any mineral interests staked, located, granted or acquired by either the Company or DPE which are located within a 1 mile radius of the Property will be included in the option granted to the Company.23

The Company ~~has~~shall have the one time right, exercisable for 90 days following completion of a publicly disclosed preliminary feasibility study or preliminary economic assessment, to ~~assign~~buy up to 50% of DPE’s NSR interest (i.e., ~~sell~~an amount equal to 1.5% of the NSR interest) for $3,000,000. ~~mortgage~~Upon orthe ~~pledge~~completion ~~its~~of ~~rights~~the inwork commitments and option payments and the ~~DPE~~exercise ~~Agreement~~of orthe onoption under the ~~Property.. The~~Agreement, the Company ~~can~~is ~~terminate~~required ~~the~~to pay DPE an advance royalty payment of $20,000 per year within 30 days of completing the terms of the option under the Agreement and any subsequent annual anniversary. The advance royalty is capped at $500,000 and shall be deducted from any ~~time~~future ~~but~~royalty ~~must~~obligations ~~pay~~under ~~fees~~the NSR and ~~expenses~~will tocease ~~maintain~~on the ~~Property~~commencement inof ~~good~~payment ~~standing~~by the Company of the NSR royalty to DPE for ~~one~~a ~~year~~period ~~thereafter~~of three consecutive years of production. ~~The~~ It ~~parties~~will ~~are~~not ~~discussing~~recommence ~~amendments~~at toany ~~the~~future ~~property~~date ~~option~~once ~~agreement~~a minimum of three consecutive years of production has been achieved or there has been 25 years without production.

The Agreement will terminate if the Company fails to comply with any of its obligations under the Agreement and fails to cure an alleged breach within 30 days written notice from DPE. If the Company denies a default has occurred, the matter shall be determined by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right, at any time, to terminate the Bell Flat Agreement by giving 30 days written notice to DPE.

As part of the Bell Flat Agreement, the Company issued 15,000,000 shares of common stock to DPE. Such shares were held in escrow subject to an escrow agreement dated August 26, 2013 (the “Escrow Agreement”) which provides that on each of January 2, 2014, January 2, 2015 and January 2, 2016, 3,000,000, 5,000,000 and 7,000,000 shares, respectively, be released from escrow so long as the option is in good standing on such date.

Description and Location of the Bell Flat Project

The Bell Flat Project is comprised of 11 unpatented mining claims covering a total of 220 acres located within the Walker Lane trend, Churchill County, Nevada. The property is located approximately 15 miles north of Gabbs, Nevada. This project represents a grass roots exploration property with no defined resource.

Exploration History of the Bell Flat Project

Historic work in the area was initiated in the early 1900’s when prospectors discovered copper oxides within an exposed granitic sill on the south end of the property. Extensive soil and rock sampling, geophysical surveys and modest drilling have identified various anomalous concentrations of elements. In particular, an area of elevated magnesium values ranging from 3 to 12 percent exist in soil samples collected during the 2006 field season. The spacing of the soil grid was completed on 100 feet intervals east-west and approximately 500 feet intervals north-south. The elevated values occur within an area 300 to 400 feet in width and over a distance of 2,500 feet in length. Any previous drill samples collected within or near the area of elevated magnesium results were not assayed for magnesium and no sample medium from the previous drilling is available for testing.

Geology of the Bell Flat Project

The Bell Flat Project encompasses a northwesterly trending structural zone which also hosts low grade gold and silver. The structure cuts Tertiary felsic volcanic rocks and Triassic sediments. The Triassic sediments are the host rock for the nearby magnesium mine located near Gabbs, Nevada. Based on geologic mapping and geochemical sampling, itwe isbelieve ~~likely~~ that hydrothermally altered dolomite carries the magnesium minerals. Shallow pits, trenches, a shaft and a few drill holes have encountered gold and silver within argillized shale and jasperoid developed along the contact of the sediments and younger volcanic rocks. Clay altered felsic volcanic tuff also contains some gold and silver. The above hydrothermally altered rocks are capped by post-mineral basalt and wind-blown sand obscuring additional potential.

Current State of Exploration

The Bell Flat Project does not have any reportable mineral resources or reserves. The Property has seen only cursory prospecting. There has been no production of metals from the Property in the past.

Geological Exploration Program

The Company has not yet undertaken any significant exploration on the Bell Flat Project. ~~However~~An exploration and expansion program has been proposed for 2014. Exploration expenditures of approximately $140,000 will be utilized to increase the ~~Company~~claim isblock ~~working~~and ~~with~~further ~~DPE~~define the magnesium content in the ~~preparation~~outcrop. A reconnaissance program will be conducted in the vicinity of athe ~~budget~~claims for additional potential for magnesium. Geologic mapping and sampling will be used to confirm the existence of magnesium elsewhere on and off the property. The mapping will also define the limits of magnesium at surface on the property and the type of magnesium mineral present on the property, if any, define any potential outside of the property boundaries, and attempt to model the mineralization for future exploration. We ~~program~~believe that the model will be important in determining any future trenching and drilling programs. Although previous companies have explored the property by drilling and trenching, the companies only assayed the resulting drill chips for gold, silver, copper, lead and zinc. In essence, the magnesium mineralization remains untested to date.

Item 3. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 4. Mine Safety Disclosures

The Company currently has no mining operations.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the Over The Counter Bulletin Board (“OTCBB”) under the symbol “AMGC” (previously, until July 2, 2013, the Company’s stock traded under the symbol “DAKO”). The following table sets forth the quarterly high and low closing bid prices of the common stock as reported on http://finance.yahoo.com during the fiscal years ending April 30, ~~2013~~2014 and April 30, ~~2012~~2013:

Fiscal Quarter		Bid Price Information*
Year	Quarter	High Bid Price	Low Bid Price
2014	Fourth Quarter	$1.50	$1.13
	Third Quarter	$0.05	$0.02
	Second Quarter	$0.05	$0.02
	First Quarter	$0.05	$0.02
2013	Fourth Quarter	$0.05	$0.02
	Third Quarter	$0.05	$0.02
	Second Quarter	$0.05	$0.02
	First Quarter	$0.05	$0.02
2012	Fourth Quarter	$0.05	$0.03
	Third Quarter	$0.05	$0.03
	Second Quarter	$0.05	$0.03
	First Quarter	$0.11	$0.06

*The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders

On ~~August~~July 1221, ~~2013~~2014, there were approximately 34forty-two holders of record of the Company’s common stock.

Dividends

The Company has not declared or paid any cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

There were no sales of unregistered securities that were not previously reported.

Purchases of Equity Securities by the Company and Affiliated Purchasers

None.

Item 6. Selected Financial Data

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis or Plan of Operation

~~Overview~~The following discussion should be read in conjunction with the financial statements of the Company, which are included elsewhere in this Form 10-K. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see “Risk Factors” in this Form 10-K.

WeAll ~~are~~forward-looking astatements ~~natural~~speak ~~resource~~only ~~exploration~~as ~~company with an objective~~ of ~~acquiring,~~the ~~exploring,~~date ~~and~~on ifwhich ~~warranted~~they ~~and~~are ~~feasible, exploiting natural resource properties~~made. ~~Our~~The ~~primary~~Company ~~focus~~undertakes inno ~~the~~obligation ~~natural resource sector ismagnesium We do not consider ourselves a “blank check” company required~~ to ~~comply~~update ~~with~~such ~~Rule~~statements ~~419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not~~ to ~~effect,~~reflect aevents ~~merger~~that ~~with~~occur or ~~acquisition~~circumstances ofthat anexist ~~unidentified~~after ~~company~~the ordate ~~companies,~~on orwhich ~~other~~they ~~entity~~are ~~or person~~made. ~~We do not intend to merge with or acquire another company in the next 12 months.~~

In the following discussion, there are references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.

Plan of Operation

During the next twelve~~-month~~ ~~period~~months ~~ending April 30, 2014,~~ our objective is to ~~commence~~explore ~~an exploration program on~~ the Bell Flat ~~Project. The~~Property ~~Company~~subject ~~received~~to anour ~~additional~~mineral ~~$20,000~~claims. We ~~under~~continue ~~its~~to ~~related~~run ~~party~~our ~~bridge~~operations ~~loan~~with onthe ~~August~~use ~~20,~~of ~~2012. The~~contract ~~cash~~operators ~~from~~and ~~this~~as ~~related~~such ~~party~~do ~~bridge~~not ~~loan~~anticipate isa ~~not~~change ~~sufficient~~ to ~~fund all of~~ our ~~planned~~company ~~operations~~staffing ~~for the next twelve months~~levels. ~~The~~ ~~Company~~We ~~expects~~remain ~~that~~focused iton ~~will~~keeping ~~need~~a ~~approximately~~minimal ~~$122~~staff level,~~000~~ towhich ~~fund~~currently ~~its~~consists ~~operations~~of ~~during~~our ~~the~~three ~~next~~directors, ~~twelve~~one ~~months~~of which ~~will~~is ~~include~~also ~~property~~our ~~option~~principal ~~payments~~executive officer, ~~exploration~~and one of ~~its~~which ~~Property~~is asour ~~well~~secretary, asto ~~the~~conserve ~~costs~~capital. ~~associated~~The ~~with~~Company ~~maintaining~~anticipates anthat ~~office~~a ~~and~~significant ~~its~~portion ~~reporting~~of ~~obligations~~the asexploration aprogram ~~public~~will ~~company.~~be Incarried ~~order~~out toeither ~~develop~~directly ~~its~~by ~~Property,~~ the Company’s ~~will~~principal ~~need~~executive toofficer ~~obtain~~or ~~additional~~under ~~financing~~his supervision. ~~Management~~We ~~may~~believe ~~seek additional capital through~~ the ~~sale~~outsourcing of ~~its~~some ~~common~~of ~~stock. Although~~the ~~there~~necessary ~~are~~operations nocontinues ~~assurances~~to ~~that management’s plans will~~ be ~~realized,~~the ~~management~~most ~~believes~~cost ~~that~~effective ~~the~~and ~~Company~~efficient ~~will~~manner beof ~~able~~conducting tothe ~~continue~~business ~~operations~~of in the ~~future~~Company.

We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our two directors and one officer, at a minimum to conserve capital. We believe outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.27

We do not anticipate any equipment purchases in the twelve months ending April 30, 2014.

The following is an overview of the project work to date, as well as anticipated work for the next twelve months. Specific dates when work will begin, and how long it will take to complete each step is subject to change due to the variables of weather, availability of work crews for a particular type of work, and the results of work that is planned, the outcome of which will determine what the next step on that project will be.

Bell Flat Project

On July 19, 2013, the Company executed the DPE Agreement granting the Company the right to acquire 100% of the mining interests of the Bell Flat Project, located in Churchill County, Nevada and currently consists of 11 unpatented claims. Upon execution of the DPE Agreement, the Company paid DPE $5,000. The Agreement requires the Company to make $620,000 in additional property option payments and incur $3,000,000 in exploration expenditures on the Property by May 21, 2024.

Crescent Fault Property

On July 20, 2013, the Company terminated the Minquest Agreement. The Company has determined that the Crescent Fault Property no longer fits with its business parameters as the Company is changing its exploration emphasis from gold to magnesium.

Caldera Property

On August 17, 2012, the Company terminated the Caldera Property Option Agreement. The Company determined that the Caldera Property no longer fits with its business parameters.

As a result of such termination, the Caldera Property has been returned to the Property Owners and the Company paid $7,000 for fees and expenses in order to maintain the property in good standing until August 2013. The Company no longer has any interest in the Caldera Property and no additional payments are required under the Caldera Property Agreement.

Results of Operations

WeFiscal ~~did~~Year ~~not~~Ended ~~earn any revenues during the years ended~~ April 30, ~~2013~~2014 ~~or 2012. We will be in the exploration stage of our business for an extended period of time~~ and asApril a result do not anticipate earning revenues until we have developed an exploration property. We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our Property30, ~~or if such resources are discovered, that we will enter into commercial production of our mineral property.~~2013

For the fiscal year ended April 30, 2013 we had a net loss of $62,951 compared to a net loss of $96,705 for the fiscal year ended April 30, 2012. The decrease in the net loss was largely a reduction in property acquisition costs as in the current year the Company paid $5,000 to MinQuest upon execution of the Crescent Fault Agreement while in the prior period the Company paid $25,000 under the Caldera Property Option Agreement. Additionally, the Company incurred $8,806 in mineral property exploration expenditures for the fiscal year ended April 30, 2013 compared to $33,376 for the fiscal year ended April 30, 2012. In fiscal 2013 the Company did not perform any significant exploration on the Crescent Fault or Caldera properties while in fiscal 2012 the Company began planning its exploration program on the Caldera Property. General and administrative expenses increased to $44,106 in fiscal 2013 from $34,191 in fiscal 2012 as a result of filing and professional fees associated with the filing of the Company’s registration statement on Form S-1 in fiscal 2013.Revenues

29We did not earn any revenues during the fiscal years ended April 30, 2014 or 2013. We will be in the exploration stage of our business for an extended period of time and as a result do not anticipate earning revenues until we have developed an exploration property. We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

Net Loss

For the fiscal year ended April 30, 2014 we had a net loss of $107,837 compared to a net loss of $62,951 for the year ended April 30, 2013. The increase in the net loss was largely due to an increase in general and administrative expenses. General and administrative expenses increased to $87,507 for the year ended April 30, 2014 from $44,106 for the year ended April 30, 2013. The increase in the current year was largely due to $30,000 in management fees related to the release of escrow shares pursuant to the Bell Flat Agreement. The Company had previously recorded a $150,000 compensation contingency as a result of 15,000,000 shares being issued into escrow as part of the Bell Flat Agreement. On January 2, 2014 3,000,000 shares were released from escrow resulting in the recognition of $30,000 in management fees. Excluding the impact of the share-based payments, general and administration expenses were higher for the year ended April 30, 2014 compared to the year ended April 30, 2013 due to legal, accounting, and consulting expenses relating to the Company’s new property agreement, name change and share issuances. Mineral property exploration expenses increased to $10,293 for the year ended April 30, 2014 from $8,806 for the year ended April 30, 2013. In the current year the Company recognized a total of $3,430 in claim fees on its Bell Flat Project and $5,234 in claims fees that were payable to MinQuest as a result of the Company terminating the Crescent Fault Property Option Agreement. In the fiscal year ended April 30, 2013, the Company incurred $3,640 in relation to claim fees upon its termination of the Caldera Property Agreement and incurred $5,166 in mineral property exploration expenditures on its now terminated Crescent Fault Property.

Liquidity and Capital Resources

We ~~have~~had ~~funded~~cash ~~our operations entirely from capital raised from our private offerings~~ of securities from March 2011 through September 2011 and from a bridge loan. Between March 2011 and September 2011 we sold an aggregate of 2,300,000 shares of our common stock for aggregate gross proceeds of $~~130~~69,~~000. In~~820 ~~August~~and ~~2010,~~working wecapital ~~received a bridge loan (“Bridge Loan”) in the original principal amount~~ of $8067,~~000.~~417 ~~which~~as ~~was due August 20, 2011. On August 20, 2011, the term~~ of ~~the~~April ~~loan was extended until August 20~~30, ~~2012 and the principal amount was increased to $84,000~~2014. On ~~August~~We ~~27,~~anticipate ~~2012,~~that ~~the~~we ~~Company’s~~will ~~entered~~incur ~~in a bridge loan agreement to extend~~ the ~~Bridge~~following ~~Loan~~expenses inover the ~~original~~next ~~principal~~twelve amount of $84,000 which was due on August 20, 2012 to August 20, 2013 and to increase the principal amount of the loan to $108,200. The loan is unsecured, bears interest at 5% per year, and may be repaid in its entirety upon 15 day’s notice to the lender.months:

We· ~~had cash of~~ $3210,~~660~~000 ~~and~~in ~~negative~~property ~~working~~option ~~capital of $111~~payments,~~233~~ asannual ofclaim ~~April~~filing 30fees, ~~2013.~~and Weexploration ~~anticipate~~expenditures ~~that~~on ~~we will incur~~ the ~~following~~Company’s ~~expenses~~Bell ~~over~~Flat ~~the next twelve months:~~Project;

· $6752,000 infor ~~property~~operating ~~option payments~~expenses, ~~annual~~including ~~claim~~working ~~filing~~capital ~~fees~~and general, legal, accounting and ~~exploration~~administrative ~~expenditures~~expenses onassociated with reporting requirements under the ~~Company’s~~Securities ~~Bell~~Exchange ~~Flat~~Act ~~Project;~~of 1934.

· $55,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.28

Net cash used in operating activities during the ~~fiscal~~ year ended April 30, ~~2013~~2014 was $5373,~~336~~340 compared to $8653,~~274~~336 ~~for~~during the ~~fiscal~~ year ended April 30, ~~2012~~2013. A ~~significant~~The ~~portion~~primary ofreason for the ~~decrease~~increase was due to aan ~~decrease~~increase in the net loss to $62107,~~951~~837 ~~for~~during the ~~fiscal~~ year ended April 30, ~~2013~~2014 from $9662,~~705~~951 for the ~~fiscal~~ year ended April 30, ~~2012~~2013. Partially offsetting the impact of the ~~decreased~~higher net loss was ~~the~~a ~~impact~~non-cash ofitem ~~the~~relating ~~property~~to ~~acquisition~~share ~~costs. For~~based ~~the~~payments ~~fiscal~~pursuant ~~year~~to ~~ended~~the ~~April~~release ~~30,~~of ~~2013,~~escrow ~~the~~shares ~~Company~~of ~~paid~~ $530,000 ~~to MinQuest upon execution of the Crescent Fault Agreement while~~ in the ~~fiscal~~ year ended April 30, ~~2012 the Company paid $25,000 under the Caldera Property Option Agreement~~2014. ~~Changes~~ There inwere ~~working~~no ~~capital~~investing ~~included~~activities ~~inflows of $1,281 and $6,128 respectively from changes~~ in ~~prepaid expenses for~~ the ~~fiscal~~ years ended April 30, ~~2013~~2014 ~~and~~or ~~2012~~2013. Financing ~~while~~activities ~~there~~included ~~were inflows of~~ $3149,~~295~~500 ~~and~~received ~~$165 respectively~~ from ~~changes~~the inissuance ~~accounts~~of ~~payable~~common stock and ~~accrued~~the ~~liabilities~~repayment ~~for~~of the ~~fiscal~~related-party ~~years~~bridge ~~ended~~loan ~~April~~of 30$10,000 ~~2013 and 2012. There were no investing activities in either year. Financing activities~~ for the ~~fiscal~~ year ended April 30, ~~2013~~2014 ~~consisted~~while of $20,000 in proceeds was received from the ~~proceeds~~related-party ofbridge a loan ~~while~~during in the ~~fiscal~~ year ended April 30, ~~2012 financing activities were the result of $100,000 received in proceeds from a private placement~~2013.

30The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property.

~~The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property.~~ On August 2720, 2012 the Company ~~received~~entered aninto ~~additional $20,000 in proceeds from~~ a bridge loan ~~and~~amendment onto ~~September~~extend 1,its ~~2011~~outstanding ~~the~~5% ~~Company~~unsecured ~~received~~bridge ~~$100,000~~loan ~~from~~to aAugust ~~private~~20, ~~placement. The~~2013 ~~proceeds~~and ~~from~~to ~~these~~increase ~~financings~~the ~~are~~principal ~~not~~amount ~~sufficient for all~~ of the ~~Company’s~~loan ~~commitments~~from ~~for~~$84,000 ~~the~~to ~~next 12 months~~$108,200. On ~~The~~August ~~Company~~27, ~~expects~~2013 ~~that~~the itbridge ~~will~~loan ~~need~~was ~~approximately~~further ~~$122,000~~extended to ~~fund~~August ~~its operations through April 30~~20, 2014. WeOn ~~anticipate~~March ~~that~~26, in2014, the ~~future~~Company weentered ~~will~~into ~~need~~an ~~additional~~agreement ~~funding~~to ~~and~~settle ~~that~~its ~~such~~bridge ~~funding~~loan ~~will~~of be$116,987, inincluding ~~the~~aggregate ~~form~~accrued ofinterest ~~equity financing~~ from the ~~sale~~date of ~~our~~the ~~common~~initial ~~stock. However,~~loan weof ~~cannot~~$16,987 ~~provide~~to ~~investors~~March ~~with~~25, ~~any~~2014 ~~assurance~~for ~~that~~a wecash ~~will~~payment beof ~~able~~$10,000 toand ~~raise~~the ~~sufficient~~issuance ~~funding~~of ~~from~~427,948 ~~the~~shares ~~sale~~ of ~~our~~ common stock ~~to fund additional phases~~ of the ~~exploration program, should we decide to proceed~~Company. ~~We do not have any arrangements in place for any future equity financing.~~

On October 18, 2013 the Company closed a public offering and issued 14,950,000 shares of common stock at $0.01 per share for a total offering price of $149,500. The shares were offered by the Company pursuant to a registration statement on Form S-1 which became effective on March 14, 2013. The proceeds from these financings are not sufficient for all of the Company’s planned activities for the next 12 months. The Company expects that it will need approximately $262,000 to fund its operations through April 30, 2015. We anticipate that in the future we will need additional funding and that such funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed. We do not have any arrangements in place for any future equity financing.

Going Concern Consideration

~~The~~As shown in the accompanying financial statements, the Company has incurred a net loss of $~~230~~338,~~997~~834 for the period from August 1, 2010 (inception of the exploration stage ) to April 30, ~~2013~~2014, and has had no sales. The ~~Current~~future ~~cash~~of ~~available to~~ the Company is ~~not~~dependent ~~sufficient~~upon its ability to ~~continue~~obtain ~~all~~financing ofand ~~our~~upon ~~planned~~future ~~activities~~profitable ~~for~~operations from the ~~next~~development ~~twelve~~of ~~months~~its mineral property. Management Inmay ~~addition,~~seek weto ~~anticipate~~raise ~~generating~~additional ~~losses~~capital ~~and~~in ~~therefore~~the wefuture ~~may~~through bethe ~~unable~~sale toof ~~continue~~equity. ~~operations~~There inare ~~the~~no ~~future~~present asplans ato ~~going~~do ~~concern.~~so Noand ~~adjustment~~there ~~has~~can ~~been~~be ~~made~~no inassurances ~~the~~that ~~accompanying~~any such plans will be realized. The financial statements do not include any adjustments relating to the ~~amounts~~recoverability and classification of recorded assets, or the amounts of and classification of liabilities that ~~could~~might ~~result~~be ~~should~~necessary wein bethe ~~unable~~event tothe ~~continue~~Company ascannot acontinue ~~going~~in ~~concern~~existence.

~~We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.~~29

There is substantial doubt about the Company’s ability to continue as a going concern. Accordingly, ~~our~~its independent auditors included an explanatory paragraph in their report on the ~~accompanying~~April 30, 2014 financial statements regarding concerns about ~~our~~the Company’s ability to continue as a going concern. ~~Our~~The Company’s financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by ~~our~~its independent auditors.

Critical Accounting Policies

The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires companies to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain and therefore actual results may differ from those estimates.

A detailed summary of all of the Company’s significant accountings policies and the estimates derived therefrom is included in Note 3 to the Company’s financial statements for the year ended April 30, ~~2013~~2014. While all of the significant accounting policies are important to the Company’s financial statements, the following accounting policies and the estimates derived therefrom have been identified as being critical:

·	Exploration and Development Costs

·	Income Taxes

Exploration and Development Costs

Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. 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 capitalized. Costs incurred 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 mineral interests 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.

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of April 30, ~~2013~~2014.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In ~~December~~February ~~2011~~2013, FASB issued Accounting Standards Update (“ASU”) ~~2011~~No. 2013-1102, ~~which~~Comprehensive ~~amends~~Income ~~the~~(Topic ~~guidance~~220): inReporting ~~ASC~~of ~~210~~Amounts Reclassified Out of Accumulated Other Comprehensive Income, ~~Balance~~to ~~Sheet~~improve ~~(ASC~~the ~~210)~~transparency of reporting these reclassifications. ~~The~~Other ~~ASU~~comprehensive ~~requires~~income anincludes ~~entity~~gains toand ~~disclose~~losses ~~information~~that ~~about~~are ~~offsetting~~initially ~~and~~excluded ~~related~~from ~~arrangements~~net toincome ~~enable~~for ~~users~~an ofaccounting ~~its~~period. ~~financial~~Those ~~statements~~gains toand ~~understand~~losses ~~the~~are ~~effect~~later reclassified out of ~~those~~accumulated ~~arrangements~~other oncomprehensive ~~its~~income ~~financial~~into ~~position~~net income. The amendments in this ASU isdo ~~effective~~not ~~for~~change ~~annual~~the ~~periods~~current ~~beginning~~requirements onfor reporting net income or ~~after~~other ~~January~~comprehensive 1,income ~~2013.~~in Anfinancial ~~entity~~statements. ~~should~~All ~~provide~~of the ~~disclosures~~information that this ASU requires already is required byto ~~those~~be ~~amendments~~disclosed ~~retrospectively~~elsewhere ~~for~~in ~~all~~the ~~comparative~~financial ~~periods~~statements ~~presented~~under U.S. GAAP. The new amendments will require an organization to:

In§ ~~June~~Present ~~2011,~~(either ~~the~~on ~~FASB issued Accounting Standards ASU 2011-05 to amend~~ the ~~guidance~~face onof the ~~presentation~~statement ofwhere ~~comprehensive~~net income inis ~~ASC~~presented ~~220.~~or ~~ASU~~in ~~2011-05~~the ~~requires~~notes) ~~companies~~the toeffects ~~present~~on athe ~~single~~line ~~statement~~items of ~~comprehensive~~net income orof ~~two~~significant ~~separate~~amounts ~~but~~reclassified ~~consecutive~~out ~~statements, a statement~~ of ~~operations~~accumulated ~~and~~other ~~a statement of~~ comprehensive income., ~~ASU~~but ~~2011-05~~only ~~eliminates~~if the ~~alternative~~item toreclassified ~~present~~is ~~comprehensive~~required ~~income~~under ~~within the statement of equity~~U.S. ~~ASU~~GAAP ~~2011-05~~to ~~does not change the items that must~~ be ~~reported in other comprehensive income or when an item of other comprehensive income must be~~ reclassified to net income. ~~The~~in ~~ASU~~its ~~should~~entirety ~~be applied retrospectively and is effective for annual periods beginning after December 15, 2011. In December 2011, the FASB issued ASU 2011-12, which deferred the changes~~ in ~~ASU 2011-05 that relate to~~ the ~~presentation~~same ofreporting ~~reclassifications~~period; ~~out of accumulated other comprehensive income.~~and

In May 2011, the FASB issued ASU 2011-04, which amends the guidance on fair value measurement in ASC 820 to converge the fair value measurement and disclosure requirements under GAAP and International Financial Reporting Standards (“IFRS”) fair value measurement and disclosure requirements. The amendments change the wording used to describe the requirements for measuring fair value, changes certain fair value measurement principles and enhances disclosure requirements. This guidance is effective for annual periods beginning after December 15, 2011, applied prospectively.31

In§ ~~January~~Cross-reference ~~2013,~~to ~~the~~other ~~FASB~~disclosures ~~issued~~currently ~~ASU~~required Nounder U.S. ~~2013-01,~~GAAP ~~“Clarifying~~for ~~the~~other ~~Scope~~reclassification ofitems ~~Disclosures~~(that ~~about~~are ~~Offsetting~~not ~~Assets~~required ~~and~~under ~~Liabilities~~U.”S. ~~This~~GAAP) ~~pronouncement~~to ~~was~~be ~~issued~~reclassified directly to ~~address~~net ~~implementation~~income ~~issues~~in ~~about~~their entirety in the ~~scope~~same ofreporting ~~Accounting~~period. ~~Standards~~This ~~Update~~would ~~No.~~be ~~2011-11~~the ~~and~~case towhen ~~clarify~~a portion of the ~~scope~~amount reclassified out of ~~the~~accumulated ~~offsetting~~other ~~disclosures~~comprehensive ~~and~~income ~~address~~is ~~any~~initially ~~unintended~~transferred ~~consequences.~~to ~~This~~a ~~pronouncement~~balance issheet ~~effective~~account (e.g., inventory for ~~reporting~~pension-related ~~periods~~amounts) ~~beginning~~instead onof ordirectly ~~after~~to ~~January~~income 1,or ~~2013~~expense.

33The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012 for public companies. Early adoption is permitted.

In ~~February~~January 2013, ~~the~~ FASB issued ASU No. 2013-0201, ~~‘Reporting~~Balance ofSheet ~~Amounts~~(Topic ~~Reclassified~~210): ~~Out~~Clarifying ~~of Accumulated Other Comprehensive Income.” This pronouncement was issued to improve~~ the ~~reporting~~Scope of ~~reclassifications~~Disclosures ~~out~~about ofOffsetting ~~accumulated~~Assets ~~other~~and ~~comprehensive~~Liabilities, ~~income.~~which ~~The~~clarifies ~~amendments~~which ininstruments ~~this~~and ~~update~~transactions ~~seek~~are tosubject ~~attain that objective by requiring an entity~~ to ~~report~~ the ~~effect~~offsetting ofdisclosure ~~significant~~requirements ~~reclassifications~~originally ~~out~~established ofby ~~accumulated~~ASU ~~other~~2011-11. ~~comprehensive~~This ~~income~~ASU onaddresses ~~the~~preparer ~~respective~~concerns ~~line~~that ~~items~~the inscope ~~net~~of ~~income if~~ the ~~amount~~disclosure ~~being~~requirements ~~reclassified is required~~ under ~~U.S.~~ASU ~~GAAP~~2011-11 towas beoverly ~~reclassified~~broad inand ~~its~~imposed ~~entirety~~unintended tocosts ~~net income. For other amounts~~ that ~~are~~were not ~~required~~commensurate ~~under~~with ~~U.S.~~estimated ~~GAAP~~benefits to befinancial ~~reclassified~~statement inusers. ~~their~~In ~~entirety~~choosing to ~~net~~narrow ~~income~~the inscope of the ~~same~~offsetting ~~reporting period~~disclosures, anFASB ~~entity~~determined isthat ~~required~~it tocould ~~cross-reference~~make ~~other~~them ~~disclosures~~more ~~required~~operable ~~under~~and ~~U.S.~~cost ~~GAAP~~effective ~~that~~for ~~provide~~preparers ~~additional~~while ~~detail~~still ~~about~~giving ~~those~~financial ~~amounts.~~statement ~~This~~users ~~would~~sufficient beinformation ~~the~~to ~~case~~analyze ~~when a portion of~~ the ~~amount~~most ~~reclassified~~significant ~~out~~presentation ofdifferences ~~accumulated~~between ~~other~~financial ~~comprehensive~~statements ~~income~~prepared isin ~~reclassified~~accordance towith ~~a balance sheet account (i~~U.eS. ~~inventory)~~GAAP ~~instead~~and ofthose ~~directly~~prepared tounder ~~income~~IFRSs. orLike ~~expense~~ASU in2011-11, the ~~same~~amendments ~~reporting~~in ~~period.~~this ~~This~~update ~~pronouncement~~will isbe effective ~~prospectively~~ for ~~reporting~~fiscal periods beginning on, or after ~~December~~January 151, ~~2012~~2013.

~~Item~~In ~~7A Quantitative~~October 2012, FASB issued Accounting Standards Update ASU 2012-04, Technical Corrections and ~~Qualitative~~Improvements. ~~Disclosure~~The ~~About~~amendments ~~Market~~in ~~Risk~~this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012.

In August 2012, FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update). This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114.

In July 2012, FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 8. Financial Statements

AMERICAN MAGNA CORP.

(formerly DAKOTA GOLD CORP.)

(An Exploration Stage Company)

-:-

INDEPENDENT AUDITOR’S REPORT

April 30, ~~2013~~2014 and ~~2012~~2013

Contents		Page

Report of Independent Registered Public Accountants		F - 1

Balance Sheets
	April 30, 2014 and 2013	F - 2

Statements of Operations for the
	Years Ended April 30, 2014 and 2013 and the Cumulative Period
	from August 1, 2010 (inception of exploration stage) to April 30, 2014	F - 3

Statement of Stockholders’ Equity
	Since October 27, 2006 (inception) to April 30, 2014	F - 4

Statements of Cash Flows for the
	Years Ended April 30, 2014 and 2013 and the Cumulative Period
	from August 1, 2010 (inception of exploration stage) to April 30, 2014	F – 6

Notes to Financial Statements		F - 7

Contents		Page
Report of Independent Registered Public Accountants		F - 1
Balance Sheets (Audited)
	April 30, 2013 and 2012	F - 2
Statements of Operations (Audited) for the
	Years Ended April 30, 2013 and 2012 and the Cumulative Period
	from August 1, 2010 (inception of exploration stage) to April 30, 2013	F - 3
Statement of Stockholders’ Equity (Audited)
	Since October 27, 2006 (inception) to April 30, 2013	F - 4
Statements of Cash Flows (Audited) for the
	Years Ended April 30, 2013 and 2012 and the Cumulative Period
	from August 1, 2010 (inception of exploration stage) to April 30, 2013	F – 5
Notes to Financial Statements		F - 7

2451 N. MmMullen Booth Road

Suite 308

Clearwater, FL 33759

Toll fee: 855.334.0934

Fax: 800.581.1908

DKM Certified Public Accountants 2451 N. McMullen Booth Road Suite.308 Clearwater, FL 33759 855.334.0934 Toll free

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

American Magna Corp. formerly Dakota Gold

We have audited the accompanying balance sheet of American Magna Corp formerly Dakota Gold as of April 30, ~~2013~~2014 and ~~2012~~2013, and the related statement of operations, stockholders’ deficiency, and cash flows from inception of the exploration (August 1, 2010) through April 30, ~~2013~~2014 and the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Magna Corp~~. from~~ ~~beginning~~formerly ~~exploration~~Dakota Gold as from inception (August 1, 2010) through April 30, ~~2013~~2014, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DKM Certified Public Accountants

DKM Certified Public Accountants

Clearwater, Florida

~~August~~July 1218, ~~2013~~2014

		PCAOB Registered
		AICPA Member

F - 1

AMERICAN MAGNA CORP.

(formerly DAKOTA GOLD CORP.)

(An Exploration Stage Company)

BALANCE SHEETS

(Audited)


	April 30,			April 30,
	2014			2013
ASSETS
Current Assets
Cash	$	69,820		$	3,660
Prepaid expenses		1,688			877
Total Current Assets		71,508			4,537

Total Assets	$	71,508		$	4,537

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	4,091		$	3,820
Related party bridge loan and accrued interest payable		-			111,950
Total Current Liabilities		4,091			115,770

Stockholders’ Equity (Deficit)
Common Stock, Par Value $0.001
Authorized 100,000,000 shares,
Issued 32,723,946 shares at
April 30, 2014 (April 30, 2013 – 2,345,998)		32,724			2,346
Paid-in capital		580,813			204,704
Accumulated deficit		(87,286)			(87,286)
Stock-performance contingency		(120,000)			-
Deficit accumulated since inception of exploration stage		(338,834	)		(230,997)

Total Stockholders’ Equity (Deficit)		67,417			(111,233)

Total Liabilities and Stockholders’ Equity (Deficit)	$	71,508		$	4,537

	April 30,			April 30,
	2013			2012
ASSETS
Current Assets
Cash	$	3,660		$	36,996
Prepaid expenses		877			2,158
Total Current Assets		4,537			39,154
Total Assets	$	4,537		$	39,154
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	3,820		$	525
Related party bridge loan and accrued interest payable		111,950			86,911
Total Current Liabilities		115,770			87,436
Stockholders’ Equity (Deficit)
Common Stock, Par Value $0.001
Authorized 100,000,000 shares,
Issued 2,345,998 shares at
April 30, 2013 (April 30, 2012 – 2,345,998)		2,346			2,346
Paid-in capital		204,704			204,704
Accumulated deficit		(87,286)			(87,286)
Deficit accumulated since inception of exploration stage		(230,997	)		(168,046)
Total Stockholders’ Equity (Deficit)		(111,233)			(48,282)
Total Liabilities and Stockholders’ Equity (Deficit)	$	4,537		$	39,154

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

F - 2

AMERICAN MAGNA CORP.

(formerly DAKOTA GOLD CORP.)

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Audited)

						Cumulative
						Since
						August 1, 2010,
	For the Year Ended					Inception of
	April 30,					Exploration
	2014		2013			Stage
Revenues	$	—	$	—		$	—
Cost of Revenues		—		—			—

Gross Margin		—		—			—

Expenses
Mineral property exploration expenditures		10,293		8,806			59,419
General and administrative		87,507		44,106			201,556
Mineral property acquisition payments		5,000		5,000			60,000

Net Loss from Operations		(102,800 )		(57,912	)		(320,975	)

Other Income (Expense)
Write-down of property and equipment		—		—			(872	)
Interest expense		(5,037 )		(5,039	)		(16,987	)

Net Other Income (Expense)		(5,037 )		(5,039	)		(17,859	)


Net Loss	$	(107,837 )	$	(62,951	)	$	(338,834	)

Basic and Diluted Loss Per Share	$	(0.00 )	$	(0.03	)

Weighted Average Shares Outstanding		22,045,390		2,345,908

							Cumulative
							Since
							August 1, 2010,
	For the Year Ended						Inception of
	April 30,						Exploration
	2013			2012			Stage
Revenues	$	—		$	—		$	—
Cost of Revenues		—			—			—
Gross Margin		—			—			—
Expenses
Mineral property exploration expenditures		8,806			33,376			49,126
General and administrative		44,106			34,191			114,049
Mineral property acquisition payments		5,000			25,000			55,000
Net Loss from Operations		(57,912	)		(92,567	)		(218,175	)
Other Income (Expense)
Write-down of property and equipment		—			—			(872	)
Interest expense		(5,039	)		(4,138	)		(11,950	)
Net Other Income (Expense)		(5,039	)		(4,138	)		(12,822	)
Net Loss	$	(62,951	)	$	(96,705	)	$	(230,997	)
Basic and Diluted Loss Per Share	$	(0.03	)	$	(0.06	)
Weighted Average Shares Outstanding		2,345,998			1,672,025

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

F - 3

AMERICAN MAGNA CORP.

(formerly DAKOTA GOLD CORP.)

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Audited)

	Number of shares			Common stock $			Additional paid-in capital $		Deficit Accumulated Prior to the Exploration Stage $			Stock Performance Contingency $			Deficit Accumulated During the Exploration Stage $			Total $
Balance at October 27, 2006(inception)		-			-			-		-			-			-			-

Common Stock Issued to Founder at $0.001 per share, October 2006		600,000			600			10,400		-			-			-			11,000
Common stock issued for cash November 2006 at $.20 per share		12,500			12			2,488		-			-			-			2,500
March 2007 at $.30 per share		129,988			130			38,870		-			-			-			39,000
April 2007 at $.03 per share		20,500			21			6,129		-			-			-			6,150
Common stock issued for services rendered through April 20, 2007 at $0.30 per share		30,000			30			8,970		-			-			-			9,000
Loss for the year		-			-			-		(27,586	)		-			-			(27,586	)

Balance April 30, 2007		792,988			793			66,857		(27,586	)		-			-			40,064
Loss for the year		-			-			-		(18,733	)		-			-			(18,733	)

Balance April 30, 2008		792,988			793			66,857		(46,319	)		-			-			21,331
Loss for the year		-			-			-		(16,971	)		-			-			(16,971	)

Balance April 30, 2009		792,998			793			66,857		(63,290	)		-			-			4,360
Loss for the year		-			-			-		(11,885	)		-			-			(11,885	)

Balance April 30, 2010		792,998			793			66,857		(75,175	)		-			-			(7,525	)
Contribution from a shareholder		-			-			9,400		-			-			-			9,400
Shares returned for Cancellation – August 16, 2010		(450,000	)		(450	)		450		-			-			-			-
Common Stock Issued to private investors at $0.10 per share, March 2, 2010		3,000			3			29,997		-			-			-			30,000
Loss for the year		-			-			-		(12,111	)		-			(71,341	)		(83,452	)

Balance April 30, 2011		345,998			346			106,704		(87,286	)		-			(71,341	)		(51,577	)
Common Stock Issued to an officer and director at $0.05 per share, September 1, 2011		2,000,000			2,000			98,000		-			-			-			100,000
Loss for the year		-			-			-		-			-			(96,705	)		(96,705	)

Balance April 30, 2012		2,345,998			2,346			204,704		(87,286	)		-			(168,046	)		(48,282	)
Loss for the year		-			-			-		-			-			(62,951	)		(62,951	)

Balance April 30, 2013		2,345,998			2,346			204,704		(87,286	)		-			(230,997	)		(111,233	)
Stock-performance contingency		15,000,000			15,000			135,000		-			(150,000	)		-			-
Common Stock Issued at $0.01 per share, October 18, 2013		14,950,000			14,950			134,550		-			-			-			149,500
Stock-performance contingency earned – release of escrow shares		-			-			-		-			30,000			-			30,000
Common Stock Issued in exchange for indebtedness at $0.25 per share, March 26, 2014		427,948			428			106,559		-			-			-			106,987
Loss for the year		-			-			-		-			-			(107,837	)		(107,837	)

Balance April 30, 2014		32,723,946			32,724			580,813		(87,286	)		(120,000	)		(338,834	)		67,417

									Deficit			Deficit
									Accumulated			Accumulated
									Prior to			During
	Common Stock						Paid-In		Exploration			Exploration
	Shares (1)						Capital		Stage			Stage			Total
Balance at October 27, 2006 (inception)		—		$	—		$	—	$	—		—			$	—
Common Stock Issued to Founder at $0.001 per share, October 2006		600,000			600			10,400		—			—			11,000
Common stock issued for cash November 2006 at $.20 per share		12,500			12			2,488		—			—			2,500
March 2007 at $.30 per share		129,998			130			38,870		—			—			39,000
April 2007 at $.30 per share		20,500			21			6,129		—			—			6,150
Common stock issued for services rendered through April 30, 2007 at $0.30 per share		30,000			30			8,970		—			—			9,000
Net Loss		—			—			—		(27,586	)		—			(27,586
Balance April 30, 2007		792,998			793			66,857		(27,586	)		—			40,064
Net Loss		—			—			—		(18,733	)		—			(18,733	)
Balance April 30, 2008		792,998			793			66,857		(46,319	)		—			21,331
Net Loss		—			—			—		(16,971	)		—			(16,971	)
Balance April 30, 2009		792,998			793			66,857		(63,290	)		—			4,360
Net Loss		—			—			—		(11,885	)		—			(11,885	)
Balance April 30, 2010		792,998			793			66,857		(75,175	)		—			(7,525	)
Contribution from a shareholder		—			—			9,400		—			—			9,400
Shares returned for cancellation – Aug 16, 2010		(450,000	)		(450	)		450		—			—			—
Common Stock Issued to private investors at $0.10 per share, March 2, 2010		3,000			3			29,997		—			—			30,000
Net Loss		—			—			—		(12,111	)		(71,341	)		(83,452	)
Balance April 30, 2011		345,998		$	346		$	106,704	$	(87,286	)	$	(71,341	)	$	(51,577	)
Common Stock Issued to an officer and director at $0.05 per share, September 1, 2011		2,000,000			2,000			98,000		—			—			100,000
Net Loss		—			—			—		—			(96,705	)		(96,705	)
Balance April 30, 2012		2,345,998		$	2,346		$	204,704	$	(87,286	)	$	(168,046	)	$	(48,282	)
Net Loss		—			—			—		—			(62,951	)		(62,951	)
Balance April 30, 2013		2,345,998		$	2,346		$	204,704	$	(87,286	)	$	(230,997	)	$	(111,233	)

(1)	Reflects 100:1 forward stock split with an effective date of December 17, 2010 and 1:100 reverse stock split with an effective date of June 16, 2011.

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

F - 4

AMERICAN MAGNA CORP.

(formerly DAKOTA GOLD CORP.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Audited)

							Cumulative
							Since
							August 1 2010
	For the Year Ended						Inception of
	April 30,			April 30,			Exploration
	2014			2013			Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(107,837	)	$	(62,951	)	$	(338,834	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Write-down of property and equipment		—			—			872
Accrued interest		5,037			5,039			16,987
Stock-performance contingency		30,000			—			30,000
Change in Operating Assets and Liabilities
(Increase) decrease in prepaid expenses		(811	)		1,281			(1,688	)
Increase (Decrease) in accounts payable and accrued liabilities		271			3,295			(7,122	)

Net Cash Used in Operating Activities		(73,340	)		(53,336	)		(299,785	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		149,500			—			279,500
Proceeds from bridge loan payable		—			20,000			100,000
Repayment of bridge loan payable		(10,000	)		—			(10,000	)

Net Cash Provided by Financing Activities		139,500			20,000			369,500

Net Increase in Cash and Cash Equivalents		66,160			(33,336	)		69,715
Cash and Cash Equivalents – Beginning of Year		3,660			36,996			105
Cash and Cash Equivalents – End of Year	$	69,820		$	3,660		$	69,820

							Cumulative
							Since
							August 1 2010
	For the Year Ended						Inception of
	April 30,			April 30,			Exploration
	2013			2012			Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(62,951	)	$	(96,705	)	$	(230,997	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Write-down of property and equipment		—			—			872
Depreciation		—			—			—
Accrued interest		5,039			4,138			11,950
Change in Operating Assets and Liabilities
(Increase) decrease in prepaid expenses		1,281			6,128			(877	)
Increase (Decrease) in accounts payable and accrued liabilities		3,295			165			(7,393	)
Net Cash Used in Operating Activities		(53,336	)		(86,274	)		(226,445	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		—			100,000			130,000
Proceeds from bridge loan payable		20,000			—			100,000
Proceeds from loan payable – shareholder		—			—			—
Net Cash Provided by Financing Activities		20,000			100,000			230,000
Net Increase in Cash and Cash Equivalents		(33,336	)		13,726			3,555
Cash and Cash Equivalents – Beginning of Year		36,996			23,270			105
Cash and Cash Equivalents – End of Year	$	3,660		$	36,996		$	3,660

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

F - 5

AMERICAN MAGNA CORP.

(formerly DAKOTA GOLD CORP.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Audited)

(Continued)

					Cumulative
					Since
					August 1, 2010
	For the Year Ended				Inception of
	April 30,		April 30,		Exploration
	2013		2012		State
	2014		2013		State
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	—	$	—	$	—
Income taxes	$	—	$	—	$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Settlement of a Shareholder Loan Payable by a Contribution from a Shareholder	$	—	$	—	$	9,400

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

F - 6

AMERICAN MAGNA CORP.

(formerly DAKOTA GOLD CORP.)

(An Exploration Stage Company)

Notes to the Financial Statements

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Organization and Basis of Presentation

~~Dakota~~American ~~Gold~~Magna Corp. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Florida on October 27, 2006 under the name Coastline Corporate Services, Inc. The Company was originally established to provide services to public companies requiring guidance and assistance in converting and filing their documents with the U.S. Securities and Exchange Commission (“SEC”).

On ~~July~~August 818, 2010, ~~the~~Mr. ~~Company’s~~Daulat ~~principal~~Nijjar, ~~shareholder~~as ~~entered~~the ~~into~~holder aof ~~Stock~~197,500, ~~Purchase~~or ~~Agreement~~at ~~which~~that ~~provided~~time ~~for~~57.6%, of the ~~sale~~issued ofand ~~600,000~~outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to ~~Daulat~~amend ~~Nijjar.~~the InCompany’s ~~addition,~~Articles ~~Mr.~~of ~~Nijjar~~Incorporation ~~acquired~~for athe ~~total~~purpose of ~~47,500~~changing ~~shares~~the name of ~~common~~the ~~stock~~Company from ~~three~~Coastline ~~other~~Corporate ~~shareholders~~Services, ~~resulting~~Inc. into MrDakota Gold Corp. In ~~Nijjar~~connection ~~owning~~with athe ~~total~~change of ~~647,500~~the ~~common~~Company’s ~~shares,~~name orto atDakota ~~that~~Gold ~~time, 81~~Corp.7% of the ~~issued~~Company intended to change its business to mineral resource exploration and ~~outstanding~~move ~~common~~its ~~shares~~domicile ofto Nevada. In order to undertake the name, business and domicile change, the Company onincorporated a ~~fully~~wholly-~~diluted~~owned ~~basis. Effective~~subsidiary asin ofNevada ~~July~~named 8,Dakota inGold ~~connection~~Corp. ~~with~~and ~~the~~merged ~~share~~Coastline ~~acquisition~~Corporate Services, MrInc. ~~Nijjar~~with ~~was~~the ~~appointed~~new ~~President,~~subsidiary. The ~~Chief~~Company ~~Executive~~received ~~Officer,~~final ~~Chief~~regulatory ~~Financial~~for ~~Officer~~the name, ~~Treasurer~~business, ~~Director~~and domicile change on November 26, 2010 and ~~Chairman~~is ofnow ~~the~~a ~~Company~~Nevada corporation.

On ~~August~~May 1621, ~~2010~~2013, Mr. Bobby Nijjar, ~~returned~~as ~~450~~the holder of 2,000,000, ~~common~~or ~~shares~~at tothat ~~the~~time ~~Company~~85.3%, ~~for~~of ~~cancellation. Mr.~~the ~~Nijjar~~issued ~~returned~~and ~~the~~outstanding shares ~~for~~of ~~cancellation~~the inCompany’s ~~order~~common tostock, ~~reduce~~provided the ~~number~~Company with written consent in lieu of ~~shares~~a ~~issued~~meeting ~~and~~of ~~outstanding. Subsequent~~stockholders toauthorizing the ~~cancellation,~~Company to amend the Company’s ~~had~~Articles ~~342,998~~of ~~shares~~Incorporation ~~issued~~for ~~and~~the ~~outstanding~~purpose ~~which~~of ~~was~~changing athe ~~number~~name ~~that~~of Mrthe Company from Dakota Gold Corp. ~~Nijjar,~~to ~~who~~“American ~~was~~Magna ~~also~~Corp.” In aconnection ~~director~~with the change of the Company,’s ~~considered~~name ~~more~~to inAmerican ~~line~~Magna ~~with~~Corp. the Company’s changed its business ~~plans~~from atan ~~that~~emphasis ~~time~~on gold exploration to magnesium exploration. ~~Following~~The Company received final regulatory for the ~~share~~name ~~cancellation~~change on July 2, Mr2013. In ~~Nijjar~~relation ~~owned~~to ~~197,500~~the ~~common~~name ~~shares,~~and orbusiness ~~57.6%,~~emphasis ofchanges the ~~remaining~~Company ~~342,998~~terminated ~~issued~~its Crescent Fault Property and ~~outstanding~~entered ~~common~~into ~~shares~~a ofProperty Option Agreement for the ~~Company~~Bell atFlat ~~that~~Project ~~time~~(Note 4).

On August 18, 2010, Mr. Nijjar, as the holder of 197,500, or 57.6%, of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from Coastline Corporate Services, Inc. to “Dakota Gold Corp.” In connection with the change of the Company’s name to Dakota Gold Corp. the Company intended to change its business to mineral resource exploration and move its domicile to Nevada. In order to undertake the name, business and domicile change, the Company incorporated a wholly-owned subsidiary in Nevada named Dakota Gold Corp. and merged Coastline Corporate Services, Inc. with the new subsidiary. The Company received final regulatory for the name, business, and domicile change on November 26, 2010 and is now a Nevada corporation.

Effective as of August 31, 2011 the Board of Directors of the Company elected Mr. Bobby Nijjar President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director of the Company. Also effective as of August 31, 2011 Mr. Daulat Nijjar resigned as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director of the Company. Mr. Bobby Nijjar is the son of Mr. Daulat Nijjar.

Effective as of August 1, 2012 the Board of Directors of the Company elected Mr. Herb Duerr President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director of the Company. Mr. Bobby Nijjar remained the Secretary and a Director of the Company.

On May 21, 2013, Mr. Bobby Nijjar, as the holder of 2,000,000, or 85.3%, of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from Dakota Gold Corp. to “American Magna Corp.” In connection with the change of the Company’s name to American Magna Corp. the Company intends to change its business from an emphasis on gold exploration to magnesium exploration. The Company received final regulatory for the name change on July 2, 2013. In relation to the name and business emphasis change, subsequent to April 30, 2013 the Company terminated its Crescent Fault Property and entered into a Property Option Agreement for the Bell Flat Property (note 4).

F - 7

The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis.

Nature of Operations

The Company is in the development stage and has no products or services as of April 30, ~~2013~~2014. We are currently an exploration stage company as defined by the ~~U.S. Securities and Exchange Commission (“~~SEC”) and we are in the business of exploring and if warranted, advancing certain unpatented Nevada mineral claims to the discovery point where we believe maximum shareholder returns can be realized.

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As shown in the accompanying financial statements, the Company has incurred a net loss of $~~230~~338,~~997~~834 for the period from August 1, 2010 (inception of the exploration stage) to April 30, ~~2013~~2014. The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its future mineral properties. On ~~September~~October 118, ~~2011~~2013 the Company issued 214,~~000~~950,000 common shares at $0.0501 per share for a total offering price of $~~100~~149,~~000 to Mr~~500. ~~Bobby Nijjar, our Secretary and director of the Company and on August 20, 2012 the Company received an additional $20,000 under its related party bridge loan.~~ The funds from ~~these~~this ~~financings~~financing are not sufficient to fund the Company’s expected operational requirements of approximately $~~122~~262,000 for the next twelve months. Management may seek additional capital that will be required in order to continue to operate in the future. However, management’s efforts to raise additional funding may not be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

F - 7

If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Foreign Currency

The Company’s functional currency is the U.S. dollar and to date has undertaken the majority of its transactions in U.S. dollars. Any transaction gains and losses that may take place will be included in the statement of operations as they occur.

F - 8

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with one financial institution in the form of a demand deposit.

Loss per Share

Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of April 30, 2014 and 2013 the company does not have any outstanding common stock options or warrants.

Comprehensive Income

The Company has adopted FASB ASC 220, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners. The Company has determined that it does not have any comprehensive income.

Property Holding Costs

Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.

F - 8

Exploration and Development Costs

Income Taxes

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current ~~andnon~~and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of April 30, ~~2013~~2014.

F - 9

Uncertain Tax Positions

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the period ended April 30, ~~2013~~2014 or for years ended April 30, ~~2013~~2014 or ~~2012~~2013. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended April 30, ~~2013~~2014 and ~~2012~~2013 there were no income tax or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction. Tax years 2011 to present remain open to U.S. Federal income tax examination. The Company is not currently involved in any income tax examinations.

Fair Value of Financial Instruments

The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

	•	Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;
	•	Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and
	•	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

F - 9

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

Recent Accounting Pronouncements

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012 for public companies. Early adoption is permitted.

In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. This ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013.

In October 2012, FASB issued Accounting Standards Update ASU 2012-04, Technical Corrections and Improvements. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012.

F - 10

In ~~May~~July ~~2011~~2012, ~~the~~ FASB issued ASU ~~2011~~2012-0402, ~~which~~Intangibles ~~amends~~– ~~the~~Goodwill ~~guidance~~and onOther ~~fair~~(Topic ~~value~~350): ~~measurement~~Testing inIndefinite-Lived ~~ASC~~Intangible ~~820~~Assets tofor ~~converge~~Impairment. ~~the~~This ~~fair~~update ~~value~~amends ~~measurement~~ASU 2011-08, Intangibles – Goodwill and ~~disclosure~~Other ~~requirements~~(Topic ~~under~~350): ~~GAAP~~Testing Indefinite-Lived Intangible Assets for Impairment and ~~International~~permits ~~Financial~~an ~~Reporting~~entity ~~Standards~~first ~~(“IFRS”)~~to ~~fair~~assess ~~value~~qualitative ~~measurement~~factors ~~and~~to ~~disclosure~~determine ~~requirements.~~whether ~~The~~it ~~amendments~~is ~~change~~more ~~the~~likely ~~wording~~than ~~used~~not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to ~~describe~~perform the ~~requirements~~quantitative ~~for~~impairment ~~measuring~~test ~~fair~~in ~~value,~~accordance ~~changes~~with ~~certain~~Subtopic ~~fair~~350-30, ~~value~~Intangibles ~~measurement~~- ~~principles~~Goodwill and ~~enhances~~Other ~~disclosure~~- ~~requirements~~General Intangibles Other than Goodwill. ~~This~~The ~~guidance~~amendments isare effective for annual ~~periods~~and interim impairment tests performed for fiscal years beginning after ~~December~~September 15, ~~2011~~2012. Early adoption is permitted, ~~applied~~including ~~prospectively~~for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This pronouncement was issued to address implementation issues about the scope of Accounting Standards Update No. 2011-11 and to clarify the scope of the offsetting disclosures and address any unintended consequences. This pronouncement is effective for reporting periods beginning on or after January 1, 2013.

In February 2013, the FASB issued ASU No. 2013-02, ‘Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This pronouncement was issued to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (i.e. inventory) instead of directly to income or expense in the same reporting period. This pronouncement is effective prospectively for reporting periods beginning after December 15, 2012.

NOTE 4 – MINERAL PROPERTY INTERESTS

Bell Flat Project

On July 19, 2013 the Company executed a property option agreement (the “Agreement”) with Desert Pacific Exploration, Inc. (“DPE”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by DPE. ~~DPE~~Herb Duerr, the ~~owner~~Company’s offormer ~~the~~Chairman, ~~Bell~~President, ~~Flat~~Chief ~~Project~~Executive Officer, isChief anOperating ~~affiliate~~Officer, ~~controlled~~Treasurer, byand ~~the~~current ~~wife~~director ofis the ~~Company’s~~Vice President of DPE and ~~CEO.~~ Naomi Duerr, Mr. Duerr’s ~~was issued 15~~wife,~~000,000~~ ~~shares~~is ofPresident ~~restricted common stock~~ of ~~the~~DPE. Herb ~~Company~~and onNaomi ~~July~~Duerr ~~19,~~each ~~2013~~own ~~pursuant~~50% toof ~~the~~ DPE ~~Agreement~~. The property known as the Bell Flat project is located in Churchill County, Nevada and currently consists of 11 unpatented claims (the “Property”). ~~Annual option payments and minimum annual exploration expenditures under the Agreement are as noted below:~~

	($) Property Payments		($) Work Expenditures
Upon Execution of Agreement	$	5,000	$	-
May 21, 2014		10,000		50,000
May 21, 2015		15,000		150,000
May 21, 2016		20,000		150,000
May 21, 2017		30,000		200,000
May 21, 2018		40,000		350,000
May 21, 2019		50,000		300,000
May 21, 2020		50,000		300,000
May 21, 2021		50,000		300,000
May 21, 2022		50,000		200,000
May 21, 2023		50,000		250,000
May 21, 2024		250,000		750,000
Totals:	$	620,000	$	3,000,000

On August 25, 2013 the Company and DPE amended the Agreement to clarify certain provisions of the Agreement. Annual option payments and minimum annual exploration expenditures under the Agreement are as noted below:

F - 11

	($) Property Payments		($) Work Expenditures
Upon Execution of Agreement		5,000
August 26, 2014		10,000		50,000
August 26, 2015		15,000		150,000
August 26, 2016		20,000		200,000
August 26, 2017		30,000		350,000
August 26, 2018		40,000		400,000
August 26, 2019		50,000		450,000
August 26, 2020		50,000		500,000
August 26, 2021		50,000		550,000
August 26, 2022		50,000		600,000
August 26, 2023		-		750,000
Totals:		320,000		4,000,000

In addition to the payment of $5,000 upon execution of the Agreement, the Company is required to reimburse DPE for the 2012 and 2013 claim fees for the Property. The Company has recorded the initiation payment of $5,000 and the reimbursement of the aggregate 2012 and 2013 claim fees for an aggregate of $3,430 at April 30, 2014.

Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property. If the Company fails to make any payment when due, the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. DPE retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

~~The~~F ~~Company~~- shall have the one time right exercisable for 90 days following completion of the initial feasibility study to buy up to one half (50%) of the DPE’s NSR interest (i.e. an amount equal to 1.5% of the NSR interest) for $3,000,000. The right to purchase the said NSR interest shall be exercised by the Company providing DPE with notice of the purchase accompanied by payment in the amount of $3,000,000.11

The ~~Agreement~~Company ~~will~~shall ~~terminate~~have if the ~~Company~~one ~~fails~~time toright ~~comply~~exercisable ~~with~~for ~~any~~90 ofdays ~~its~~following ~~obligations~~completion inof the ~~Agreement~~initial ~~and~~feasibility ~~fails~~study to ~~cure~~buy ~~such~~up ~~alleged~~to ~~breach.~~one Ifhalf (50%) of the ~~Company~~DPE’s ~~gives~~NSR ~~notice~~interest ~~that~~(i.e. itan ~~denies~~amount aequal ~~default~~to ~~has~~1.5% ~~occurred~~of the NSR interest) for $3,000,000. The right to purchase the ~~matter~~said NSR interest shall be ~~determined~~exercised ~~finally~~by ~~through~~the ~~such~~Company ~~means~~providing ofDPE ~~dispute~~with ~~resolution~~notice asof ~~such~~the ~~matter~~purchase ~~has~~accompanied ~~been~~by ~~subjected~~payment toin bythe ~~either~~amount ~~party~~of $3,000,000. Upon ~~The~~the ~~Agreement~~completion ~~provides~~of ~~that~~the ~~all~~work ~~disputes~~commitments ~~shall~~and beoption ~~resolved~~payments byand athe ~~sole~~exercise ~~arbitrator~~of the option under the ~~rules~~Agreement, ofDPE ~~the~~is ~~Arbitration~~to ~~Act~~receive ofan ~~Nevada.~~advance ~~The~~royalty ~~Company~~payment ~~also~~of ~~has~~$20,000 ~~the~~per ~~right~~year to ~~terminate~~be ~~the~~paid ~~Agreement~~in bycash. ~~giving~~Payment ~~notice~~is to ~~DPE. The~~be ~~parties~~paid ~~are~~within ~~discussing~~30 ~~amendments~~days toof completing the ~~property~~terms of the option ~~agreement.~~under the Agreement and any subsequent annual anniversary within the following framework:

(i) The advance royalty is to be capped at $500,000 in total and shall be deducted from any future royalty obligations under the NSR; and

(ii) The advance royalty will cease on the commencement of payment by the Company of the NSR royalty to DPE for a period of three consecutive years of production; and

(iii) The advance royalty will not recommence at any future date once a minimum of three consecutive years of production has been achieved or there has been 25 years without production.

The Agreement will terminate if the Company fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving 30 days written notice to DPE.

As part of the Agreement, the Company issued 15,000,000 shares of common stock to DPE subject to a binding escrow agreement (note 6).

Crescent Fault Property

On August 17, 2012 the Company executed a property option agreement (the “Agreement”) with MinQuest, Inc. (“MinQuest”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest. The Company’s principal executive officer is also a Vice President of MinQuest. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims (the “Property”).

On July 20, 2013, the Company gave notice of termination to MinQuest pursuant to the terms of the Crescent Fault Property Agreement. The Company has determined that the Crescent Fault Property no longer fits with its business parameters as the Company is changing its exploration emphasis from gold to magnesium.

As a result of such termination, the Crescent Fault Property has been returned to MinQuest and the Company is responsible to pay all claim fees, payments and expenses in order to maintain the property in good standing until July 2014. ItThe isCompany ~~estimated~~has ~~that~~paid ~~such~~these fees ~~and~~of ~~expenses~~$5,234 ~~will~~at beApril $530,~~135~~ 2014.

Annual option payments and minimum annual exploration expenditures under the Agreement are as noted below:

		Property		Work
		Payments		Expenditures
Upon Execution of the Agreement	$	5,000	$	-
By August 17, 2013		60,000		300,000
By August 17, 2014		45,000		200,000
By August 17, 2015		60,000		250,000
By August 17, 2016		70,000		250,000
By August 17, 2017		80,000		300,000
By August 17, 2018		90,000		300,000
By August 17, 2019		100,000		350,000
By August 17, 2020		100,000		400,000
By August 17, 2021		250,000		750,000
	$	860,000	$	3,100,000

F - 12

Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property. If the Company fails to make any payment when due the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. On August 17, 2012 the Company paid MinQuest $5,000 upon execution of the Agreement. As a result of the property containing no known reserves or resources, the property option payment has been expensed in the Statement of Operations at April 30, 2013.

Caldera Property

On August 17, 2012, the Company gave notice of termination to Zsolt Rosta, Jennifer Oliver and Genesis Gold Corporation, (collectively the “Property Owners”) pursuant to the terms of the Caldera Property Agreement (the “Caldera Agreement”) dated September 10, 2010. The Caldera Agreement, which was filed as an exhibit to the Company's Form 8-K filed on September 13, 2010, had granted the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property known as the Caldera Property controlled by the Property Owners. The Company has determined that the Caldera Property no longer fits with its business parameters.

As a result of such termination, the Caldera Property has been returned to the Property Owners and the Company is responsible to pay all claim fees, payments and expenses in order to maintain the property in good standing until August 2013. ItThe isCompany ~~estimated~~has ~~that~~paid ~~such~~these fees ~~and~~of ~~expenses~~$3,640 ~~will~~to ~~not~~April ~~exceed an aggregate of approximately $7~~30,~~000~~ 2013. The Company no longer has any interest in the Caldera Property and no additional payments are required under the Caldera Property Agreement.

F - 12

NOTE 5 – RELATED PARTY BRIDGE LOAN AND ACCRUED INTEREST PAYABLE

On August 20, 2010, the Company closed a Bridge Loan Agreement (the “Loan”) for $80,000 with a minority shareholder. The Loan bearsinterest at 5% per year and is due on August 20, 2011. The Loan may be repaid in its entirety including the outstanding interest earlier than the due date by the Company advising the lender of such intent to repay 15 days prior to the anticipated date of repayment. The Loan is unsecured.

On August 20, 2011, the ~~bridge~~Loan ~~loan~~ in the original principal amount of $80,000 accruing interest at 5% per year was extended by the holder. The ~~original bridge loan~~Loan, and outstanding interest, which was due August 20, 2011 was renewed into a new loan of $84,000 bearing interest at 5% per year and being due on August 20, 2012. The unsecured loan may be repaid in its entirety including the outstanding interest earlier than August 20, 2012 as long as the Company advises the lender of such intent to repay 15 days in advance.

On August 20, 2012, the ~~bridge~~Loan ~~loan~~ in the principal amount of $84,000 accruing interest at 5% per year was extended by the holder. The previous bridge loan which was due August 20, 2012 was renewed into a new loan of $88,200 plus an additional $20,000 for a total loan amount of $108,200 bearing interest at 5% per year and being due on August 20, 2013. The unsecured loan may be repaid in its entirety including the outstanding interest earlier than August 20, 2013 as long as the Company advises the lender of such intent to repay 15 days in advance.

~~Interest~~On ~~expense~~August 27, 2013, the Loan in the principal amount of $108,200 accruing interest at 5% per year was extended by the holder. The previous bridge loan which was due August 20,~~039~~ ~~(2012~~2013 -was renewed into a new loan of $4113,~~138)~~610 ~~has~~bearing ~~been~~interest ~~accrued~~at ~~for~~5% ~~the~~per year ~~ended~~and ~~April~~being 30due on August 20, ~~2013~~2014. The unsecured loan may be repaid in its entirety including the outstanding interest earlier than August 20, 2014 as long as the Company advises the lender of such intent to repay 15 days in advance.

~~The~~On ~~total~~March ~~related~~26, ~~party~~2014 ~~bridge~~the ~~loan~~Company ~~payable~~entered ~~and~~into ~~accrued~~an ~~interest~~agreement ~~balance~~to atsettle ~~April~~the 30current Loan balance of $116,987, ~~2013~~including isaggregate accrued interest of $~~111~~16,~~950~~987 ~~which~~to ~~includes~~March ~~total~~25, ~~loan~~2014, ~~proceeds~~for a cash payment and the issuance of shares of common stock of the Company. The Loan had accrued interest at 5% per year. The Loan was settled for a payment of $~~100~~10,000 paid in cash and ~~accrued~~the ~~intest~~issuance of ~~$11~~427,~~950~~948 shares of common stock of the Company at a conversion rate of $0.25 per share.

To the date of settlement at March 26, 2014 the Company had recorded interest expense of $5,037 in the current year while during the year ended April 30, 2013 the Company recorded $5,039 in interest expense.

NOTE 6 - COMMON STOCK TRANSACTIONS

~~Common~~Escrow ~~Share Transactions~~Agreement

OnAs ~~March~~part 2,of ~~2011~~its Bell Flat Property Agreement (the ~~Company~~“Agreement”) ~~closed~~with aDPE ~~private~~(note ~~placement~~4) ofthe 3Company issued 15,000,000 ~~common~~ shares atof ~~$10~~common ~~per~~stock ~~share~~to ~~for~~DPE asubject ~~total~~to ~~offering~~a ~~price~~binding ofEscrow ~~$30,000~~Agreement. ~~The~~Simultaneous ~~common~~with ~~shares~~the ~~were~~execution ~~offered~~and bydelivery of the Escrow Agreement the Company ~~pursuant~~and toDPE anagreed ~~exemption~~that ~~from~~the ~~registration~~stock ~~under~~certificate ~~Regulation~~representing Sthe 15,000,000 shares of common stock (the ~~Securities~~“Shares”) ~~Act~~shall ofbe ~~1933~~delivered to the Escrow Agent. The Shares are duly authorized, asfully ~~amended~~paid and non-assessable and constitute issued and outstanding shares of the Company.

~~On September 1~~If, ~~2011~~on ~~the~~or ~~Company~~before ~~issued~~January 2,~~000,000~~ ~~common~~2014 ~~shares at $0.05 per share for a total offering price of $100,000 to Mr. Bobby Nijjar,~~ the ~~newly~~Escrow ~~appointed~~Agent ~~officer~~has ~~and~~received ~~director~~notification offrom ~~the~~either ~~Company. The shares were issued under Section 4(2) of~~ the ~~Securities Act of 1933, as amended. Mr. Bobby Nijjar is an officer and director of the~~ Company ~~and~~or ~~had~~DPE access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. As a result of such issuance, Mr. Bobby Nijjar owns 85.25% of the issued and outstanding shares of the Company.that

(A)	the Agreement is terminated, then the Escrow Agent shall return the Shares to the Company for cancellation, or

(B)	the Agreement is in good standing, then 3,000,000 of the Shares shall be released to DPE and the balance of the Shares shall remain in escrow subject to the terms of the Escrow Agreement.

If, on or before January 2, 2015 the Escrow Agent has have received notification from either the Company or DPE that

(A)	the Agreement is terminated, then the Escrow Agent shall return the remaining Shares to the Company for cancellation, or

(B)	the Agreement is in good standing, then 5,000,000 of the remaining Shares shall be released to DPE and the balance of the Shares shall remain in escrow subject to the terms of the Escrow Agreement.

F - 13

If, on or before January 2, 2016 the Escrow Agent has received notification from either the Company or DPE that

(A)	the Agreement is terminated, then the Escrow Agent shall return the remaining Shares to the Company for cancellation, or

(B)	the Agreement is in good standing, then 7,000,000 of the Shares shall be released to DPE.

During the term of the Escrow Agreement, DPE shall have all rights to vote the Shares, whether such vote is at a shareholders' meeting or by written consent. The Company has recorded $120,000 as contra equity as a result of the issuance of the Shares. The valuation of the stock is based on a value of $0.01 per share of common stock.

During the year ended April 30, 2014 the Company completed the release of the 3,000,000 shares of common stock from escrow. The Company has recognized $30,000 in stock-based compensation for the year ended April 30, 2014.

Common Share Transactions

On October 18, 2013 the Company closed a public offering of 14,950,000 shares of common stock at $0.01 per share for a total offering price of $149,500. The shares were offered by the Company pursuant to a registration statement on Form S-1 which became effective on March 14, 2013. The public offering was fully subscribed to by eleven persons.

Stock Splits

On December 2, 2010 the Company’s Board of Directors adopted a resolution to split the Company’s stock. The common stock of the company was forward split on a 100:1 basis on the record date of December 16, 2010 and a payment date of December 17, 2010.

On March 25, 2011, the Company received a joint written consent in lieu of a meeting (the “Joint Written Consent”) from the members of the Board of Directors (the “Board”) and the holder of 197,500 (representing 57.1%) of the issued and outstanding shares of our common stock (the “Majority Stockholder”). The Joint Written Consent adopted resolutions which authorized the Company to act on a proposal to effect a reverse stock split on the issued and outstanding shares of common stock of the Company at a ratio of 1 new post reverse split common stock for each 100 outstanding pre reverse split common stock of the Company. On June 16, 2011 the reverse split was completed.

Share Cancellation

On August 16, 2010, Mr. Daulat Nijjar, returned 450,000 common shares to the Company for cancellation. Mr. Nijjar returned the shares for cancellation in order to reduce the number of shares issued and outstanding. Subsequent to the cancellation, the Company had 342,998 shares issued and outstanding; a number that Mr. Nijjar, who is also a director of the Company, considered more in line with the Company’s business plans. Following the share cancellation, Mr. Nijjar owned 197,500 common shares, or 57.6%, of the remaining 342,998 issued and outstanding common shares of the Company at that time.

NOTE 7 - INCOME TAXES

Deferred tax assets of the Company are as follows:

	2013			2012
	2014			2013
Non-capital losses carried forward		~~109~~136,~~900~~200			86109,~~800~~900
Less: valuation allowance		(~~109~~136,~~900~~200	)		(86109,~~800~~900	)
Deferred tax asset recognized		-			-

A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.

The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (~~2012~~2013 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows:

	2013			2012
	2014			2013
Computed expected tax benefit		2336,~~100~~500			3223,~~900~~100
Change in valuation allowance		(23,100	)		(32,900	)
Permanent differences		(10,200	)		-
Change in valuation allowance		(26,300	)		(23,100	)
Income tax provision		-			-

As of April 30, ~~2013~~2014, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $~~323~~400,~~282~~744 (~~2012~~2013 - $~~255~~323,~~300~~282) which begin expiring in 2027.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending April 30, 2008 through 2013. The Company’s state income tax returns are open to audit under the statute of limitations for the years ending April 30, 2006 through 2013. The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the years ended April 30, 2013 and 2012.

F - 14

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending April 30, 2008 through 2014. The Company’s state income tax returns are open to audit under the statute of limitations for the years ending April 30, 2006 through 2014. The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the years ended April 30, 2014 and 2013.

NOTE 8 – RELATED PARTY TRANSACTIONS

On July 19, 2013 ~~the~~(as ~~Company~~amended ~~entered~~on ~~into~~August ~~the~~26, ~~DPE~~2013) ~~Agreement with DPE granting~~ the Company ~~the~~entered ~~right~~into tothe ~~acquire~~Bell ~~100%~~Flat ofProperty ~~the~~Option ~~mining~~Agreement ~~interests~~(note of4) ~~the~~with ~~Bell Flat Project~~DPE. Herb Duerr, ~~our~~the Company’s former Chairman, President, Chief Executive Officer, Chief Operating Officer, Treasurer, and acurrent director is the Vice President of DPE. and Naomi Duerr, Mr. Duerr’s wife, is President of DPE. Herb and ~~controls~~Naomi Duerr each own 50% of DPE. ~~Mr.~~Under ~~Duerr~~the Escrow Agreement, DPE was issued 15,000,000 shares of restricted common stock of the Company on July 19, 2013 ~~pursuant~~(note to6). Of the 15,000,000 shares of common stock initially issued to DPE under the Escrow Agreement, 3,000,000 shares have been released from escrow and are now restricted resulting in $30,000 in stock compensation being recognized by the Company for the year ended April 30, 2014. The remaining balance of 12,000,000 shares continues to be restricted and held in escrow. In connection with his work on behalf of the Company, the Company recorded $14,100 in consulting expenses for Herb Duerr (~~note~~2013 4- $6,000).

InThe ~~August~~Company ~~2010,~~pays weits ~~received~~Directors a$500 ~~bridge loan from~~ a ~~minority~~month ~~shareholder~~to inserve ~~the~~as ~~original~~a ~~principal~~Director ~~amount~~ of ~~$80,000. which was due August 20, 2011. On August 20, 2011,~~ the ~~term of the loan was extended until August 20, 2012 and the principal amount was increased to $84,000~~Company. OnThe ~~August~~total ~~27,~~amount ~~2012,~~paid ~~the~~for ~~Company~~Directors’s ~~entered~~fees infor ~~a bridge loan agreement to extend~~ the ~~Bridge~~year ~~Loan~~ended inApril ~~the~~30, ~~original~~2014 ~~principal~~was ~~amount of~~ $846,000 ~~which was due on August 20, 2012 to August 20,~~ (2013 ~~and~~- ~~to increase the principal amount of the loan to~~ $~~108~~7,~~200. The loan is unsecured, bears interest at 5% per year, and may be repaid in its entirety upon 15 day’s notice to the lender (note 5~~500).

Effective August 13, 2010, the Company began paying one of its Directors $500 per month to serve on its Board of Directors. In addition, effective January 1, 2012 the Company began paying its sole executive officer $500 to serve on the Board of Directors. Effective August 2, 2012 one of the Company’s directors resigned and as a result the agreement between the director and the Company was terminated. The total amount paid to the two individuals for directors’ fees for year ended April 30, 2013 was $7,500 (2012 - $8,000). Also, for the year ended April 30, 2013, the Company paid its sole executive officer $6,000 (2012- $2,000) for management services rendered to the Company.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

On August 1, ~~2012~~2013 the Company renewed the lease for its shared office space for one year at a rate of $249 per month. It is expected that the Company will renew its office lease for another year commencing August 1, ~~2013~~2014.

NOTE 10 -– SUBSEQUENT EVENTS

~~See~~The ~~Notes~~Company 4did ~~and~~not 8have any subsequent events after year end to the date of this report.

F - 15

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

~~On December 17, 2012 the audit firm of Drake & Klein CPA’s changed its name to DKM Certified Public Accountants~~None. ~~The change was reported to the PCAOB as a change of name. This is not a change of auditors for the Company.~~

Item 9A. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, including its chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of April 30, ~~2013~~2014, the date of the Company’s most recently completed fiscal year end. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of April 30, ~~2013~~2014, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

5150

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, ~~2013~~2014. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of April 30, ~~2013~~2014 the Company’s internal control over financial reporting was effective based upon the COSO criteria.

Lack of Segregation Of Duties

Management is aware that there is a lack of segregation of duties at the Company due to the small number ~~ofpersons~~of persons dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the persons now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

5251

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Officers

All directors of our Company hold office until the next annual meeting of the stockholders or until their successors are elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors and executive officers, their ages, positions held and duration each person has held that position, are as follows:

Name	Position Held with the Company	Age	Date First Appointed
Herb Duerr	Chairman, President, Chief Executive Officer, Chief Operating Officer, Treasurer, and Director	60	August 1, 2012
Carl Nesbitt	Chairman, President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, and Director	55	April 29, 2014
Bobby Nijjar	Secretary and Director	39	August 31, 2011
Douglas McGibbon	Secretary and Director	69	November 26, 2013
Herb Duerr	Director	61	August 1, 2012

Business Experience

The following is a ~~brief~~summary ~~account~~ of the education and business experience of each of our directors and executive officers.

~~Herb~~Carl ~~Duerr~~Nesbitt has ~~over~~served 25as ~~years~~the ofGoldcorp ~~experience~~Chair inof ~~mineral~~Mineral ~~exploration~~Engineering ~~geology~~at ~~within~~ the ~~United~~University ~~States~~of Nevada, ~~Latin~~in ~~America~~Reno, ~~and~~Nevada ~~Europe~~since 2010. From He2009-2010 ~~has~~he ~~been~~served ~~involved~~as inNewmont ~~the~~Associate ~~exploration~~Professor ~~and~~at ~~drilling~~the ofUniversity ~~mines, acquisition~~ of ~~metal~~Nevada. From ~~resources,~~2007-2009 ~~and~~he ~~worked~~was ~~with~~a ~~major~~Research ~~mining~~Associate ~~companies~~Professor onat the ~~examination~~University of ~~over~~Nevada. aMr. ~~thousand~~Nesbitt ~~mineral~~has ~~properties.~~served ~~Since~~as ~~1996~~a ~~Mr.~~research ~~Duerr~~consultant ~~has~~for ~~been~~several amining ~~Vice~~companies ~~President~~such ofas ~~MinQuest,~~Goldcorp Inc., ~~since~~Cynaco ~~1989~~LLC, heGoldcorp ~~has~~Marigold ~~been~~Operation, aand ~~co-owner~~Newmont ofMining ~~Nevada~~– ~~Mine~~Carlin ~~Properties~~Operation. In II1990, ~~Inc~~Mr., ~~and~~Nesbitt ~~since~~received ~~1994~~his hePh.D. ~~has~~in ~~been~~Metallurgical ~~Vice~~Engineering ~~President~~from ofthe ~~Desert~~University ~~Pacific~~of ~~Exploration~~Nevada, ~~Inc~~Reno. ~~All~~In ~~three~~1989, ofhe ~~these~~received ~~entities~~his ~~are privately-owned mineral exploration companies~~M. MrS.E. ~~Duerr~~in isChemical ~~also~~Engineering ~~currently~~from athe ~~director~~University of ~~Iconic~~Michigan, ~~Minerals~~Ann ~~(since~~Arbor. In ~~October 2009)~~1985, ~~St-Georges~~he ~~Platinum~~received &his ~~Base Metals Ltd~~M.S. ~~(since~~in ~~December~~Metallurgical ~~2012)~~Engineering ~~and~~from ~~American~~the ~~Consolidated~~University ~~Minerals~~of ~~(since~~Nevada, ~~September 2006)~~Reno. In 1980, Mr. ~~Duerr~~Nesbitt ~~has~~received ahis ~~Bachelor~~B.S. ofin ~~Science~~Chemical ~~Degree~~Engineering from ~~Florida~~the ~~Atlantic~~ University inof ~~geology~~Nevada, Reno. Mr. ~~Duerr~~Nesbitt was appointed as a director because of ~~the~~his ~~Company~~industry asexperience aand ~~result~~his oftechnical ~~his~~background ~~industry~~in ~~experience~~metallurgy.

~~Bobby~~Douglas ~~Nijjar~~McGibbon has ~~been~~worked ~~involved~~continuously in ~~residential~~the ~~real~~exploration ~~estate~~of mining materials since ~~2006~~1979. From ~~2006~~May to2009 ~~2008~~until hethe ~~was~~present ~~employed~~he byhas ~~Keller~~been ~~Williams~~the ~~Realty~~Principal ~~and~~for ~~from~~McGibbon ~~2008~~Consulting toLLC, ~~current~~a hemining ~~has~~exploration ~~worked~~consulting asfirm. From aSeptember ~~realtor~~2006 atto ~~Legacy~~July ~~Real~~2013, ~~Estate~~he ~~and~~served ~~Associates.~~as ~~Both~~Vice President of ~~these~~Exploration ~~firms~~for ~~are~~Sniper ~~privately-owned~~Resources ~~real~~Ltd. From ~~estate~~March ~~businesses~~1999 ~~located~~to inAugust ~~Fremont,~~2006 ~~California. In 2002~~ he ~~completed~~was athe ~~Bachelor~~Chief ofGeologist ~~Science~~for ~~Degree~~Glamis ~~with~~Marigold aMining ~~dual~~Company. Mr. ~~major~~McGibbon ofreceived ~~Business~~his ~~Administration~~M.S. ~~and~~in ~~Marketing~~Geology ~~from~~at the University of ~~Phoenix~~Texas at Arlington in May 1979. He Mrreceived his B.A. ~~Nijjar~~in ~~was~~Geology ~~appointed~~at athe ~~director~~University of ~~the~~California ~~Company~~at asSanta aBarbara ~~result~~in ofDecember ~~his~~1976. ~~business~~Mr. ~~experience~~McGibbon ~~and~~was appointed as a ~~result~~director because of ~~him~~his ~~becoming~~experience ~~the~~in ~~Company’s~~mineral ~~controlling shareholder~~exploration.

5352

Herb Duerr has over 25 years of experience in mineral exploration geology within the United States, Latin America and Europe. He has been involved in the exploration and drilling of mines, acquisition of metal resources, and worked with major mining companies on the examination of over a thousand mineral properties. Since 1996 Mr. Duerr has been a Vice President of MinQuest, Inc., since 1989 he has been a co-owner of Nevada Mine Properties II, Inc., and since 1994 he has been Vice President of DPE and co-owner with his wife. All three of these entities are privately-owned mineral exploration companies. Mr. Duerr is also currently a director of Iconic Minerals (since October 2009), St-Georges Platinum & Base Metals Ltd. (since December 2012) and American Consolidated Minerals (since September 2006). Mr. Duerr has a Bachelor of Science Degree from Florida Atlantic University in geology. Mr. Duerr was appointed as a director of the Company as a result of his industry experience.

There are no family relationships among our directors or officers. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse to our company or has a material interest adverse to it. There are no agreements with respect to the election of directors. Other than as described below, we have not compensated our directors for service on our Board of Directors.

Audit Committee Financial Expert

The Board of Directors has not established an audit committee and does not have an audit committee financial expert. The Board is seeking additional Board members whom it hopes will qualify as such an expert.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended April 30, ~~2013~~2014, all reporting persons complied with all applicable Section 16(a) filing requirements except that ~~Herb~~Douglas ~~Duerr~~McGibbon ~~failed~~did tonot timely file a Form 3 ~~reporting~~to ~~his~~report ~~appointment~~that ashe became an officer and director of the Company and ~~failed~~Herb toDeurr ~~file~~did anot ~~Form~~timely ~~4 reporting his acquisition of 15,000,000 shares of common stock and Bobby Nijjar failed to~~ file a Form 4 ~~reporting~~to ~~that~~report hehis isindirect nobeneficial ~~longer~~ownership ~~holds~~by ~~certain~~his ~~positions with the Company~~spouse.

Code of Ethics

The Company has not adopted a Code of Ethics because of its small size and limited resources, and because management's attention has been focused on matters pertaining to raising capital and the operation of the business.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only ~~two~~three directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Changes to Procedures for Recommendations of Director Nominees

During the fiscal year ended April 30, ~~2013~~2014, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Item 11. Executive Compensation

Summary Compensation Table

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officers (each a “Named Executive Officer”) for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during fiscal ~~2013~~2014 or ~~2012~~2013.

SUMMARY COMPENSATION TABLE

					~~Non-Equity~~	~~Nonqualified~~	~~All~~							Non-Equity		Nonqualified		All
Name and			~~Stock~~	~~Option~~	~~Incentive Plan~~	~~Deferred~~	~~Other~~			Stock		Option		Incentive Plan		Deferred		Other
Principal		~~Salary~~	~~Bonus~~	~~Awards~~Salary	~~Awards~~	~~Compensation~~	~~Compensation~~	~~Compensation~~Bonus	~~Total~~	Awards		Awards		Compensation		Compensation		Compensation		Total
Position	~~Year~~	~~($)~~Year	~~($)~~	($)	~~($)~~	~~($)~~	~~Earnings ($)~~	($)	~~($)~~	($)		($)		($)		Earnings ($)		($)		($)
Herb Duerr (1)	2013	6,000(3)	0	0	0	0	0	0	6,000
Carl Nesbitt(1)		2014			0				0		0		0		0		0		0		0
President, Chief Executive Officer and director	~~2012~~	02013	0	0	0	0	0	0	0		0		0		0		0		0		0
Bobby Nijjar (2)	2013	6,000	0	0	0	0	0	0	6,000
Herb Duerr (2)		2014			14,100				0		0		0		0		0		0		14,100
Secretary & Director	2012	4,000 (3)	0	0	0	0	0	0	4,000
President, Chief Executive Officer and director		2013			6,000				0		0		0		0		0		0		6,000

(1) Effective asApril of29, ~~August 1~~2014, ~~2012~~Carl ~~Board~~Nesbitt ofwas ~~Directors~~appointed, ofPresident, ~~the~~Chief ~~Company~~Executive ~~elected Herb Duerr as President~~Officer, Chief ~~Executive~~Operating Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer and Director of the Company. Commencing with his appointment, Mr. Nesbitt will be compensated at $750 per month to serve as an officer and director of the Company.

(2) Effective asApril of28, ~~August 1~~2014, ~~Mr.~~Herb ~~Bobby~~Duerr ~~Nijjar~~ resigned as, President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Principal Accounting Officer, and Treasurer of the Company. ~~Mr. Bobby Nijjar remained as Secretary and Director~~

(3) Represents payments made to Messrs. Duerr and Nijjar pursuant to their respective service agreements.

Since inception, we have not paid compensation exceeding $100,000 per year to any of our executive officers.

Service Agreements

On April 29, 2014 we entered into a service agreement with Carl Nesbitt to serve as a director and officer of the Company to identify, assess and assist in the acquisition of exploration properties and project management. Mr. Nesbitt will be paid $750 per month quarterly in advance.

On May 6, 2014, we entered into a service agreement with Douglas McGibbon for the provision of geological and technical support for the Company’s operations and business plan. Mr. McGibbon will be paid $500 per month quarterly in advance for such services while he continues to be engaged by the Company. The agreement may be terminated on 30 days prior notice by either party.

On August 1, 2012 we entered into a service agreement with Herb Duerr for serving as a director and officer of the Company. Mr. Duerr is paid $600 per day to provide geological and consulting services to the Company.

On January 1, 2012, we entered into a service agreement with Bobby Nijjar for serving as a director and officer of the Company. Mr. Nijjar is paid $500 per month while he continues to serve as an officer and director of the Company.

Outstanding Equity Awards

There have been no equity awards of any kind granted to any of the Company’s officers or directors as of April 30, ~~2013~~2014.

Compensation of Directors

Name (a)	Fiscal Year	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Jim Poulter(1)	2013	1,500	0	0	0	0	0	1,500
Douglas McGibbon, Secretary and Director (1)	2014	2,500	0	0	0	0	0	2,500
	2012	6,000	0	0	0	0	0	6,000
	2013	0	0	0	0	0	0	0
Bobby Nijjar, Secretary and Director (2)	2014	3,500	0	0	0	0	0	3,500
	2013	6,000	0	0	0	0	0	6,000
Jim Poulter(3)	2014	0	0	0	0	0	0	0
	2013	1,500	0	0	0	0	0	1,500

(1) ~~Mr.~~Effective ~~Poulter~~November ~~resigned~~26, ~~from~~2013, ~~our~~Mr. ~~Company~~McGibbon onwas ~~August~~appointed 2,Secretary ~~2012~~and Director.

(2)

Effective as of August 1, Mr. Bobby Nijjar resigned as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Treasurer of the Company. Mr. Bobby Nijjar remained as Secretary and Director. Effective November 25, 2013, Mr. Nijjar resigned as Secretary and Director of the Corporation.

(3)	Mr. Poulter resigned from our Company on August 2, 2012.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of ~~August~~July 1225, ~~2013~~2014, the number of shares of common stock of the Company beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, 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 direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 1732,~~345~~723,~~998~~946 shares of common stock which are issued and outstanding as of July 2025, ~~2012~~2014. Unless indicated otherwise, all addresses below are c/o American Magna Corp., 701 N. Green Valley Parkway, Suite 200, Henderson, Nevada, 89074.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Herb Duerr Bobby Nijjar	15,000,000 2,000,000	86.5% 11.5%
Desert Pacific Exploration, Inc. (1) 1680 Greenfield Drive, Reno, Nevada 89509	15,000,000	45.8%
Directors and Officers as a Group (2 individuals)	17,000,000	98.0%
Bobby Nijjar 701 N. Green Valley Parkway, Suite 200 Henderson, Nevada 89074	2,000,000	6.1%
Herb Duerr	15,000,000(2)	45.8%
Carl Nesbitt	-	-
Douglas McGibbon	-	-
Directors and Officers as a Group (3 individuals)	15,000,000	45.8%

(1)	Naomi Duerr and Herb Deurr are each 50% shareholders of DPE, and share voting and dispositive power over the shares held by DPE.

(2)

Represents shares held by DPE over which Mr. Duerr shares voting and dispositive power with his wife Naomi Duerr. Such shares are held in escrow subject to an escrow agreement dated August 26, 2013 with the issuer which provides that on each of January 2, 2014, January 2, 2015 and January 2, 2016, 3,000,000, 5,000,000 and 7,000,000 shares, respectively, be released from escrow so long as a property option between the Company and DPE is in good standing on such date. DPE has the right to vote the shares held in escrow.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

On July 19, 2013 the Company entered into the ~~DPE~~Bell Flat Agreement with DPE granting the Company the right to acquire 100% of the mining interests of the Bell Flat Project. Herb Duerr, our former Chairman, President, Chief Executive Officer, Chief Operating Officer, Treasurer, and a current director isof the Company is Vice President and 50% owner of DPE., and Naomi Duerr, Mr. Duerr’s wife, is President of and ~~controls~~50% owner of DPE. ~~Mr.~~DPE ~~Duerr~~ was issued 15,000,000 shares of restricted common stock of the Company on July 19, 2013 pursuant to the DPE Agreement. ~~The parties are discussing amendments to the property option agreement.~~

57On August 20, 2010, we received a bridge loan a minority shareholder in the original principal amount of $80,000. The loan was renewed on each of August 20, 2011, August 20, 2012 and on August 27, 2013. Also, an additional $20,000 was extended under the loan on August 20, 2012. The loan is unsecured, bears interest at 5% per year, and may be repaid in its entirety upon 15 days’ notice to the lender. On March 26, 2014 the Company paid off the loan of $116,987, including aggregate accrued interest of $16,987 to March 25, 2014 for a cash payment of $10,000 and the issuance of 427,948 shares of common stock of the Company.

In August 2010, we received a bridge loan from Jason Bain who is a minority shareholder in the original principal amount of $80,000. which was due August 20, 2011. On August 20, 2011, the term of the loan was extended until August 20, 2012 and the principal amount was increased to $84,000. On August 27, 2012, the Company’s entered in a bridge loan agreement to extend the Bridge Loan in the original principal amount of $84,000 which was due on August 20, 2012 to August 20, 2013 and to increase the principal amount of the loan to $108,200. The loan is unsecured, bears interest at 5% per year, and may be repaid in its entirety upon 15 day’s notice to the lender.

Director Independence

We are not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the NYSE Alternext US (formerly known as the American Stock Exchange).

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees billed to the Company by its independent registered public accounting firm, DKM Certified Public Accountants (formerly known as Drake & Klein CPA’s), for the fiscal years ending April 30, ~~2013~~2014 and ~~2012~~2013 are set forth below:

	Fiscal year ending April 30, 2013		Fiscal year ending April 30, 2012
	Fiscal year ending April 30, 2014		Fiscal year ending April 30, 2013
Audit Fees	$	8,500	$	8,~~000~~500
Audit Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0

As of April 30, ~~2013~~2014, the Company did not have a formal, documented pre-approval policy for the fees of the principal accountant. It is in the process of adopting such a policy. The Company does not have an audit committee. The percentage of hours expended on the principal accountant’'s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’'s full-time, permanent employees was 0%.

Item 15. Exhibits

EXHIBIT NUMBER		DESCRIPTION
3.1		Certificate of Incorporation (1)
3.2		By-Laws (2)
3.3		Amended Articles of Incorporation (13)
10.1		Bridge Loan Agreement dated August 20, 2010 (3)
10.2		Caldera Property Option Agreement, dated September 10, 2010, by and between Zsolt Rosta, Jennifer Oliver, and Genesis Gold Corporation and Coastline Corporate Services, Inc. (4)
10.3		Form of Regulation S Subscription Agreement (5)
10.4		Service Agreement dated August 13, 2010 by and between Jim Poulter and Dakota Gold Corp. (6)
10.5		Bridge Loan Agreement dated August 20, 2011 (7)
10.6		Form of Regulation D Subscription Agreement (8)
10.7		Service Agreement dated January 1, 2012 by and between Bobby Nijjar and Dakota Gold Corp. (9)
10.8		Service Agreement dated August 1, 2012 by and between Herb Duerr and Dakota Gold Corp. (10)
10.9		Crescent Fault Property Option Agreement, dated August 17, 2012 by and between MinQuest, Inc. and Dakota Gold Corp. (11)
10.10		Bridge Loan Agreement dated August 27, 2012 (12)
10.12		Bell Flat Property Option Agreement, dated July 19, 2013 by and between Desert Pacific Exploration, Inc. and American Magna Corp. Dakota Gold Corp. (14)
10.11		Bell Flat Property Option Agreement, dated July 19, 2013 by and between Desert Pacific Exploration, Inc. and American Magna Corp. (14)
10.12		Bridge Loan Agreement dated August 27, 2013 (15)
10.13		Form of Subscription Agreement (16)
10.14		Bridge Loan Conversion Agreement (17)
10.15		Service Agreement dated April 29, 2014 by and between Carl Nesbitt and American Magna Corp. (18)
10.16		Service Agreement dated May 6, 2014 by and between Douglas McGibbon and American Magna Corp. (19)
10.17		Amended Bell Flat Property Option Agreement, dated August 26, 2014(20)
10.18		Escrow Agreement, dated August 26, 2014(21)
31		Rule 13a-14(a)/15d14(a) Certifications
32		Section 1350 Certifications
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

(1)Incorporated herein by reference to Appendix E to Schedule 14C, filed with the Securities and Exchange Commission on October 13, 2010 (2) Incorporated herein by reference to Appendix F to Schedule 14C, filed with the Securities and Exchange Commission on October 13, 2010

(3) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 24, 2010.

(4) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on September 13, 2010.

(5) Incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-K filed with the SEC on August 9, 2011.

(6) Incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-K filed with the SEC on August 9, 2011.

(7) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on September 8, 2011.

(8) Incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-K filed with the SEC on July 23, 2012.

(9) Incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-K filed with the SEC on July 23, 2012.

(10) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 21, 2012.

(11) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 21, 2012.

(12) Incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed with the SEC on August 31, 2012.

(13) Incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on July 9, 2013.

(14) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on July 23, 2013.

(15) Incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed with the SEC on August 27, 2013.

(16) Attached hereto

(17) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 26, 2014.

(18) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 30, 2014.

(19) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on May 9, 2014.

(20) Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 30, 2014.

(21) Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 30, 2014.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAN MAGNA CORP.
Dated: August 12, 2013	By: /s/ Herb Duerr
Dated: July 25, 2014	By: /s/ Carl Nesbitt
	Name: Herb Duerr
	Name: Carl Nesbitt
	Title: President, Chief Executive and Operating Officer, Secretary and Treasurer, and Director (Principal Executive, Financial and Accounting Officer)
	Title: President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial and 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.

SIGNATURE	TITLE	DATE
/s/Herb Duerr Herb Duerr	Director, President, Chief Executive and Operating Officer, and Treasurer (Principal Executive, Financial, and Accounting Officer)	August 12, 2013
/s/Carl Nesbitt Carl Nesbitt	Director, President, Chief Executive, Chief Operating Officer, Chief Financial Officer Treasurer (Principal Executive, Financial, and Accounting Officer)	July 25, 2014
/s/ Bobby Nijjar Bobby Nijjar	Secretary and Director	August 12, 2013
/s/ Douglas McGibbon Douglas McGibbon	Secretary and Director	July 25, 2014
/s/ Herb Duerr Herb Duerr	Director	July 25, 2014

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