Telco Cuba, Inc. - Annual Report: 2013 (Form 10-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


ý	Annual report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2013
r	Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________________ to ________________
Commission file number 000-53157

American Mineral Group, Inc.

(Exact name of small business issuer as specified in its charter)

Nevada

(State of Incorporation)

98-0546544

(I.R.S. Employer Identification No.)

1530 Atwood Ave. #19652,

Johnston, RI 02919

Tel: (401) 648-0805

(Address and telephone number of Registrant's principal

executive offices and principal place of business)


Securities registered pursuant to Section 12(b) of the Act:		None
Securities registered pursuant to Section 12(g) of the Act:		Common Stock, par value $0.001 (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes r No ý

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 r No ý

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No r

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes r No ý

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

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

Large accelerated filer r

Non-accelerated filer r

(Do not check if a smaller reporting company)

Accelerated filer r

Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes q No ý

The number of shares of Common Stock held by non-affiliates, as September 1, 2014 was14,875,075 shares, all of one class of common stock, $0.001 par value, having an aggregate market value of $119,000 based on the closing price of the Registrant's common stock of $0.008 on February 28, 2014 as quoted on the Electronic Over-the-Counter Bulletin Board ("OTCBB").

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.


	Class: common stock - $0.001 par value		Outstanding at September 1, 2014: 15,135,231

DOCUMENTS INCORPORATED BY REFERENCE


	None.

Page 1 of 28

	TABLE OF CONTENTS

PART I		3
ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 1A.	RISK FACTORS	4
ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
ITEM 2.	PROPERTIES	6
ITEM 3.	LEGAL PROCEEDINGS	6
ITEM 4.	MINE SAFETY DISCLOSURES	6

PART II		7
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
ITEM 6.	SELECTED FINANCIAL DATA	7
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
	*CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS*	10
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 8.	FINANCIAL STATEMENTS OF SMALLER REPORTING COMPANIES	17
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
ITEM 9A.	CONTROLS AND PROCEDURES	15
ITEM 9B.	OTHER INFORMATION	16

PART III		16
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	16
ITEM 11.	EXECUTIVE COMPENSATION	18
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	19
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	20
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	21

PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	22
	SIGNATURE PAGE

Page 2 of 28

PART I

ITEM 1.

DESCRIPTION OF BUSINESS

How our company is organized

American Mineral Group Minerals Inc. (the "Company" or "American Mineral Group") was incorporated under the laws of the State of Nevada on August 10, 2007.

Where you can find us

We are located at 1530 Atwood Ave. #19652, Johnston, RI 02919. Our telephone number is (401) 648-0805, our facsimile number is (401) 648-0699, our e-mail address is info@americanmineralgroup.com, and our homepage on the world-wide web is at http://www.American Mineral Groupminerals.com.

About Our Company

American Mineral Group Minerals, Inc. is an early stage Mining and Exploration Company seeking to acquire, develop, and manage various oil, gas, and mineral properties and resources.

In August 2009, the Company entered into an agreement to acquire the mineral rights to 331 unpatented lode mining claims known as the Conglomerate Mesa, located in Inyo County, California. In March 2011, the Company added an additional 217 unpatented lode mining claims. In fiscal year 2012, the Company determined that the effort and cost of developing these claims required more resources that could be more effectively used on other opportunities, and abandoned the Conglomerate Mesa project.

In February 2013, the Company acquired a 28% Working Interest in the Grand Chenier oil and gas prospect in Louisiana. The property contains an estimate 9.0 million barrels of oil and was in production until approximately 2009 when the then operator failed to manage the interests and certain repairs were not made leading to the cessation of production. The Company believes that with approximately $2.0 million in capital, the field can be returned to production and additional wells within the prospect can then be brought online increasing production to a profitable level.

Governmental Regulations and Environmental Compliance

The Company’s operations if and when they begin, will be subject to various federal, state, and local permitting and environmental regulations. With cancellation of the Mineral Lease for the Conglomerate Mesa project, the Company is pursuing other oil, gas, and mining and opportunities and therefore expects to encounter additional regulatory and compliance oversight.

Plan of Operation

With the cancellation of the first Conglomerate Mesa Mineral Agreement, and the acquisition of the Grand Chenier oil and gas prospect, our primary goal is to fund the return to production of this opportunity. In addition, the Company continues to seek opportunities to acquire mineral properties to develop or explore, or in the alternative, acquire companies or businesses with those assets who are seeking the advantages of being a publicly held company.

If we decide to acquire a target company or business, we do not plan to restrict our potential candidate companies to any specific business, industry or geographical location and, thus, we may acquire any type of business. The Company has been in discussion with several potential business acquisition candidates regarding business opportunities for American Mineral Group. The Company has unrestricted flexibility in seeking, analyzing and participating in such potential business opportunities. Management will screen all potential properties to determine their economic viability and examine proposed properties with regard to sound business fundamentals, utilizing the expertise and experience of management and such consultants as the Company determines are needed to fully understand the potential of the properties to be acquired. In its efforts to analyze potential acquisition targets, American Mineral Group will consider some or all of the following factors:

(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;

(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

(d) Capital requirements and anticipated availability of required funds, to be provided by American Mineral Group or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e) The cost of participation by American Mineral Group as compared to the perceived tangible and intangible values and potentials;

(f) The extent to which the business opportunity can be advanced;

(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

(h) Other relevant factors.

In applying the foregoing criteria, none of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

There is no assurance that management will identify and successfully negotiate the acquisition of any potential properties or assets, or any interests therein, or that any such opportunities or businesses acquired will be profitable.

The Company intends to develop the mineral sites acquired to the point of proven reserves. Depending on the types of mineral deposits, and the complexity of their extraction, the Company will generate revenue in one of two ways:

Sale of the mining rights to a third party mining company with American Mineral Group receiving a percentage of the revenue generated; or

The Company will retain a management team or Joint Venture Partner with the experience and capabilities of directing the efforts connected with the development and commercialization of the various mining property(s).

Employees

We presently have two employees our Chief Executive Officer / President, our Chief Financial Officer, both of whom are directors of the Company. We expect that as we begin development of any potential project, additional personnel will be added. We believe that our relationship with employees is satisfactory. We have not suffered any labor problems during the last two years.

Page 3 of 28

ITEM 1A. RISK FACTORS

Investment in our securities involves a high degree of risk. We are subject to various risks that may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.

We are an Exploration Stage Company, as such; you cannot evaluate the investment merits of our Company because we have no operating history.

Our Company has no operating history since it was organized, which makes it difficult to evaluate the investment merits of our Company. Our Company was organized on August 10, 2007 as a start-up, Exploration Stage Company. We have no operating history and we did not have any business prior to our organization. In February 2012, the Company acquired a 28% Working Interest in the Grand Chenier oil and gas prospect for $2.0 million in stock and loans.

We incurred a total of $14,447,689 in expenses from inception to November 30, 2013.

We may not be able to continue as a going concern if we do not obtain additional financing.

Because of our lack of sufficient funds and short operating history incurring only expenses, and no revenues, our independent auditors report states that there is substantial doubt about our ability to continue as a going concern. Since we have incurred only losses since our inception, it raises substantial doubt about our ability to continue as a going concern. Therefore, our ability to continue as a going concern is highly dependent upon obtaining additional financing for our planned operations. As of the date hereof, cash has been raised from the issuance of securities and promissory notes.

Our Negative Cash Flow, Operating Losses, Lack of Revenue, And Limited Operating History Makes It Difficult or Impossible To Evaluate Our Performance And Make Predictions About The Future.

We have not generated revenue, nor are we likely to generate revenue within the next twelve to eighteen months. We are an exploration stage company. Consequently, there is no meaningful historical operating or financial information about our business upon which to evaluate future performance.

We cannot assure generation of significant revenues, sustained profitability or generation of positive cash flow from operating activities in the future. If we cannot generate enough revenue, our business may not succeed and our Common Stock may have little or no value.

We Are Subject To A Working Capital Deficit, Which Means That Our Current Assets On November 30, 2013 Were Not Sufficient To Satisfy Our Current Liabilities.

As of November 30, 2013, we have incurred substantial operating losses. Since we have no revenue, we have generated negative free cash flow and expect to continue to experience negative free cash flow at least through our exploration phase. We have current liabilities of $3,581,230 and current assets of $2 at November 30, 2013, and a working capital deficiency of $3,581,228. If we cannot meet our current liabilities we may have to curtail or cease business operations.

In Prior Fiscal Years We Have Been The Subject Of A Going Concern Opinion And Expect That Upon Completion Of Our Audit For November 30, 2013 and 2012, We Will Again Receive A Going Concern Opinion Which Means That We May Not Be Able To Continue Operations Unless We Obtain Additional Funding.

Our independent auditors have added an explanatory paragraph to their audit report issued in connection with our financial statements for prior fiscal years. We believe, that upon completion of our audits, the auditors will, once again as part of their audit, report issue a similar explanatory paragraph in connection with our financial statements for the years ended November 30, 2013 and 2012. We have incurred losses of $569,693 and $465,897 for the years ended November 30, 2013 and 2012 respectively, and a cumulative loss since inception of $14,477,689, and we had a working capital deficiency of $3,581,228 at November 30, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we do not obtain additional financing, our business will fail because we cannot fund our business objectives.

We need to raise money to meet our general and administrative expenses, and we need to raise money to achieve our business objective to acquire other mineral properties or a target company or business. As of November 30, 2013, we had cash in the amount of $2, and current liabilities of $3,581,230. We currently do not have any operations and we have no income. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the fact that we have no business and the present financial market conditions may make obtaining additional financing difficult. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

We Could Fail To Attract Or Retain Key Personnel

Our success largely depends on the efforts and abilities of key executives and consultants, including Frederick Pucillo, Jr., our Chief Executive Officer and President, and Erwin Vahlsing, Jr. our Chief Financial Officer. The loss of the services of any of these individuals could materially harm our business because of the cost and time necessary to replace and train a replacement. Such loss would also divert management attention away from operational issues. We do not presently maintain key-man life insurance policies on any executive. In addition, we need to attract additional high quality geological, investor relations, and consulting personnel. To the extent that we are smaller than our competitors and have fewer resources we may not be able to attract the sufficient number and quality of staff.

We Are Subject To Municipal and Other Local Regulation

Municipalities may require us to obtain various permits and licenses in order to install or operate equipment in various locations where we seek to explore or develop mineral deposits. A municipality’s decision to require American Mineral Group to obtain permits or licenses could delay or impede the development of a revenue model, as well as force us to incur additional costs.

We May Face Opposition Regarding Development of the Minerals Contained On Our Claims

We may face environmental and developmental opposition regarding the development of the mineral claims that we own. This opposition may be sufficient to cost the Company significant funds to overcome them, if at all. There can be no certainty with regard to the outcome of such opposition if it should develop. If the opposition is successful in their efforts, it may render the claims valueless with a similar impact on the value of the Company’s Common Stock.

Page 4 of 28

No Expectation of Dividends on Common Stock.

We have never paid cash dividends on our Common Stock and we do not expect to pay cash dividends on our Common Stock at any time in the foreseeable future. The future payment of dividends directly depends upon the future earnings, capital requirements, financial requirements and other factors that our Board of Directors will consider. Since we do not anticipate paying cash dividends on our Common Stock, the return on investment on our Common Stock will depend solely on an increase, if any, in the market value of the Common Stock.

Our Common Stock May Lack Liquidity And Be Affected By Limited Trading Volume.

Our Common Stock is traded on the OTC Markets Pink Sheets. There can be no assurance that an active trading market for our common stock will be maintained. An absence of an active trading market could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our stock will be stable or appreciate over time.

The Volatility Of Stock Prices May Adversely Affect The Market Price Of Our Common Stock.

The market for our Common Stock is highly volatile. The trading price of our Common Stock could be subject to wide fluctuations in response to, among other things:

(i)

changes in market price of the various minerals;

(ii)

quarterly variations in operating and financial results;

(iii)

changes in mineral resources within the claim areas;

(iv)

changes in our revenue and revenue growth rates; and

(v)

marketing and advertising.

Statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to the market in which we do business or related to it could result in an immediate effect in the market price of our Common Stock. In addition, the stock market has from time to time experienced extreme price and volume fluctuations which have particularly affected the market price for the securities of many mining and exploration companies and which often have been unrelated to the operating performance of these companies. These broad market fluctuations may adversely affect the market price of our Common Stock.

Risks Relating to Financing Arrangements - The Conversion Price Feature of Notes, Preferred Stock, and Debentures May Encourage Short Sales in the Company’s Common Stock.

The Company has issued convertible debentures in connection with its financing needs. These debentures are convertible at a variable price that is computed at an average of sixty percent of the average of the lowest three days closing bid price prior to the date of conversion.

The downward pressure on the price of the common stock as the selling stockholders under both these financings convert and sell amounts of common stock could encourage short sales by investors. This could place further downward pressure on the price of the common stock. The selling stockholders could sell common stock into the market in anticipation of covering the short sale by converting their securities, which could cause the further downward pressure on the stock price. In addition, not only the sale of shares issued upon conversion or exercise of notes and related warrants, and Series B preferred stock, but also the mere perception that these sales could occur, may adversely affect the market price of the common stock.

Rules of the Securities and Exchange Commission concerning low priced securities may limit the ability of shareholders to sell their shares

American Mineral Group's common stock is subject to Rule 15g-9 of the Securities and Exchange Commission which regulates broker/dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security are provided by the exchange or system. The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level or risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and if the broker/dealer is the sole market-maker, the broker/dealer must disclose this fact and the broker/dealers presumed control over the market. This information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. The bid and offer quotations, and the broker/dealer and its salesperson compensation information, must be given to the customer in writing before or with the customer's confirmation. The broker/dealer must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. Monthly statements must be sent by the broker/dealer to the customer disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. These disclosure requirements may reduce the level of trading activity in the market for American Mineral Group's common stock and may limit the ability of investors in this offering to sell American Mineral Group's common stock in the secondary market.

The limited public market for American Mineral Group's common stock may limit the ability of shareholders to sell their shares.

There has been only a limited public market for American Mineral Group's common stock. An active trading market for American Mineral Group's stock may not develop and purchasers of the shares may not be able to resell their securities at prices equal to or greater than the price paid for these shares. The market price of American Mineral Group's common stock may decline as the result of announcements by American Mineral Group or its competitors, variations in American Mineral Group's results of operations, and market conditions in the real estate and commodities markets in general.

The Depository Trust Company has placed a “Chill” on Deposits of the Common Shares of the Company

In November 2011, the Company became aware that the Depository Trust Company (DTC) had placed a “Chill” on deposit of its common shares into the automated settlement system which they maintain. This chill makes it more difficult for investors to acquire and deposit shares of the Company’s Common Stock into many brokerage accounts – it does NOT prevent trading on existing shares, and there are alternate companies that provide deposit and settlement services albeit at an increased price and which take more time. Upon inquiry, the Company was advised that it was a precaution and that for deposits through DTC to be resumed would require an audit and representation by a DTC participating broker dealer as to the accuracy of its shares outstanding. The Company intends to pursue this matter in the coming months as funding permits.

Page 5 of 28

Rules of the Securities and Exchange Commission concerning late report filings

Originally quoted on FINRA’s OTCBB American Mineral Group's common stock is currently quoted on the OTC Markets Pink Sheets as the Company is delinquent in the filing of its 10-K for the fiscal year ended November 2013 as well as all 10-K filings for fiscal year 2014. With this filing, the Company is in the process of bringing all delinquent filings up to date, and expects to provide audited statements in the next few months.

ITEM 1B UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

In fiscal year 2012, the Company abandoned its claims at the Conglomerate Mesa, located in Inyo County, California.

In February 2012, the Company acquired a 28% working interest in the Grand Chenier oil and gas prospect in Louisiana.

Currently, the Company occupies approximately 200 SF of office space provided by one of its officers gratis.

ITEM 3. LEGAL PROCEEDINGS

In August, 2009, trading in the Company’s stock was temporarily suspended in British Columbia, Canada by the British Columbia Securities Commission (BCSC). The temporary suspension was the result of what the BCSC termed “suspicious trading activity” due to a significant increase in the share price of the Company’s stock price. Various shareholders, and the former CEO and President, Malkeet Bains have been interviewed and several have been either charged with or accepted please in connection with violations of Canadian securities laws.

The Cease Trade Order is still in effect regarding trading in British Columbia, Canada only, and specifically affects the residents thereof.

The case outlined above does not involve the Company or any of its current officers or directors.

ITEM 4. Mine Safety Disclosures

As the Company currently has no operating mining operations, there are no is mine safety issues to disclose.

Page 6 of 28

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of September 1, 2014, there were approximately 657 owners of record of the Company's common stock. The Company's common stock is traded on the OTC Bulletin Board under the symbol "SUGO". Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Bulletin Board. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. The following table reports high and low closing prices, on a quarterly basis, for the Company's common stock:


Quarter Ending	High	Low
Feb. 28, 2012	$0.0028	$0.0003
May 31, 2012	$0.0015	$0.0001
Aug. 31, 2012	$0.0001	$0.0001
Nov. 30, 2012	$0.0007	$0.0001
Feb. 28, 2013	$0.0028	$0.0001
May 31, 2013	$0.01	$0.0031
Aug. 31, 2013	$0.0199	$0.0005
Nov. 30, 2013	$0.0180	$0.0035

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

The following sets forth certain information regarding sales of, and other transactions with respect to, our securities, which sales and other transactions were not registered pursuant to the Securities Act of 1933, during the last three years. Unless otherwise indicated, no underwriters were involved in such transactions.

In December 2011, the Company issued 73,254,759 common shares in connection with the conversion of $46,020 of convertible debentures and accrued interest. The conversions had an average price of $0.00628 per share.

In January 2012, the Company issued 164,097,069 common shares in connection with the conversion of $39,023 of convertible debentures and accrued interest. The conversions had an average price of $0.00024 per share.

In February 2012, the Company issued 148,806,139 common shares in connection with the conversion of $33,050 of convertible debentures and accrued interest. The conversions had an average price of $0.00022 per share.

In March 2012, the Company issued 193,000,000 common shares in connection with the conversion of $50,771 of convertible debentures and accrued interest. The conversions had an average price of $0.00026 per share.

In April 2012, the Company issued 316,473,684 common shares in connection with the conversion of $33,120 of convertible debentures and accrued interest. The conversions had an average price of $0.0001 per share.

In May 2012, the Company issued 389,871,429 common shares in connection with the conversion of $22,041 of convertible debentures and accrued interest. The conversions had an average price of $0.00006 per share.

In September 2012, the Company issued 73,333,333 common shares in connection with the conversion of $4,400 of convertible debentures and accrued interest. The conversions had an average price of $0.00006 per share.

In October 2012, the Company issued 17,000,000 common shares in connection with the conversion of $3,400 of convertible debentures and accrued interest. The conversions had an average price of $0.0002 per share.

In November 2012, the Company issued 78,333,333 common shares in connection with the conversion of $4,700 of convertible debentures and accrued interest. The conversions had an average price of $0.00006 per share.

In December 2012, the Company issued 78,333,333 common shares in connection with the conversion of $4,700 of convertible debentures and accrued interest. The conversions had an average price of $0.00006 per share.

In January 2013, the Company issued 78,333,333 common shares in connection with the conversion of $4,700 of convertible debentures and accrued interest. The conversions had an average price of $0.00006 per share.

In January 2013, the Company issued 85,000,000 common shares in connection with the conversion of $2,125 of convertible debentures and accrued interest. The conversions had an average price of $0.00003 per share.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

Page 7 of 28

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial data presented below should be read in conjunction with the more detailed financial statements and related notes, which are included elsewhere in this report. Information discussed herein, as well as elsewhere in this Annual Report on Form 10-K, includes forward-looking statements or opinions regarding future events or the future financial performance of the Company, and are subject to a number of risks and other factors which could cause the actual results to differ materially from those contained in forward-looking statements. Among such factors are general business and economic conditions, and risk factors as listed in this Form 10-K or listed from time to time in documents filed by the Company with the Securities and Exchange Commission.

Financial Condition

As of November 30, 2013, American Mineral Group had total current assets of $2 and total current liabilities of $3,581,230 for a net working capital deficit of $3,581,228. We need to raise additional money to meet our general and administrative expenses, and we need to raise money to achieve our business objective to acquire additional mineral properties, develop the properties we have, or acquire a target company or business. The additional funding will come from equity financing from the sale of American Mineral Group's common stock. If American Mineral Group is successful in completing an equity financing, existing shareholders will experience dilution of their interest in American Mineral Group.

American Mineral Group does not have any financing arranged and American Mineral Group cannot provide investors with any assurance that American Mineral Group will be able to raise sufficient funding from the sale of its common stock. In the absence of such financing, American Mineral Group's business will fail.

Based on the nature of American Mineral Group's business, management anticipates incurring operating losses in the foreseeable future. Management bases this expectation, in part, on the fact that exploration and development of mineral properties will cost a substantial amount of money, and possibly take several years before they are capable of generating revenue or be profitable. American Mineral Group's future financial results are also uncertain due to a number of factors, some of which are outside its control. These factors include, but are not limited to:

American Mineral Group's ability to raise additional funding;
American Mineral Group's ability to identify and successfully negotiate the acquisition of potential properties or assets; and
If such opportunities or businesses acquired will be profitable.

Due to American Mineral Group's lack of operating history and present inability to generate revenues, American Mineral Group's independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements for 2011 indicating substantial doubt about American Mineral Group's ability to continue as a going concern. This means that there is substantial doubt whether American Mineral Group can continue as an ongoing business for the next 12 months unless we obtain additional capital to pay our bills.

Liquidity

American Mineral Group's internal sources of liquidity will be loans that may be available to American Mineral Group from management. Although American Mineral Group has no written arrangements with its management, American Mineral Group expects that the officers may provide American Mineral Group with nominal liquidity, when and if it is required.

American Mineral Group's external sources of liquidity will be private placements for equity and debt financing.

Between December 2011 and November 2012, the Company borrowed $108,700 from a non-affiliated accredited investor. The Notes carry interest at a rate of 15% per year and are due on demand.

Between December 2012 and November 2013, the Company borrowed $21,888 from a non-affiliated accredited investor. The Notes carry interest at a rate of 15% per year and are due on demand.

For the periods ended November 30, 2013 and 2012, the Company borrowed $359 and $925 from its CFO. The notes are due on demand and carry no interest.

There are no assurances that American Mineral Group will be able to achieve further sales of its common stock or any other form of additional financing. If American Mineral Group is unable to achieve the financing necessary to continue its plan of operations, then American Mineral Group will not be able to continue its exploration programs and its business will fail.

Capital Resources

As of November 30, 2013, American Mineral Group had total assets of $2,000,002, total liabilities of $3,581,230 and a working capital deficit of $3,581,228, compared with a net working capital deficit of $1,523,091 as of November 30, 2012. The assets are comprised of cash of $2, and mineral rights and oil field equipment for which the Company paid $2.0 million in common stock and notes. The liabilities consisted mainly of accounting, audit and legal fees, convertible debentures, demand notes, officer loans, and accrued expenses.

American Mineral Group's current cash is not sufficient to fully finance its operations at current and planned levels for the next 12 months. Management intends to manage American Mineral Group's expenses and payments to preserve cash until American Mineral Group is profitable, otherwise additional financing must be arranged. Specifically, management is deferring payments due them until such time as there is sufficient financing in place to permit their payment or the possible issuance of the Company’s stock in settlement of amounts due.

Results of Operations

We did not earn any revenues for the fiscal year ended November 30, 2013 and from inception on August 10, 2007 to November 30, 2013. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We incurred total expenses in the amount of $569,693 during the fiscal year ended November 30, 2013, and total expenses in the amount of $465,897 during the fiscal year ended November 30, 2012.


		Years Ended November 30,
Expense Item		2013	2012
Royalty Payments		$ -	$ (250,000)
Payroll and bonuses		-	95,123
Consulting		373,134	422,052
Accounting		36,000	43,500
Legal		1,069	3,947
Amortization of debt discount		-	268,413
Interest expense		157,245	115,855
Other		2,245	(232,993)
Total	$	$ 569,693	$ 465,897

Page 8 of 28

Off-Balance Sheet Arrangements

American Mineral Group has no off-balance sheet arrangements.

Material Agreements

In July 2009, the Company entered into a Consulting and Fee Agreement for business development, strategic planning, technology implementation, public relations, and mergers and acquisitions. The agreement calls for the payment of ten percent (10%) of the gross value of any projects to which the Company is introduced by the consultant and which is ultimately closed by the Company.

Subsequent Events

The Company evaluated subsequent events through the date this filing was completed. There were no significant events that have taken place.

Critical Accounting Policies

Exploration Stage Company

The Company is considered to be in the exploration stage. The Company is devoting substantially all of its present efforts to exploring and identifying mineral properties suitable for development.

Accounting Principles

The accounting and reporting policies of the Company conform to United States generally accepted accounting principles applicable to exploration stage enterprises.

Mineral Property Exploration

The Company is in the exploration stage and has not yet realized any revenue from its planned operations. Mineral property acquisition costs are capitalized. Additionally, mine development costs incurred either to develop new mineral deposits and constructing new facilities are capitalized until operations commence. All such capitalized costs are amortized using a straight-line basis, based on the minimum original license term at acquisition, but do not exceed the useful life of the capitalized costs. Upon commercial development of an mineral body, the applicable capitalized costs would then be amortized using the units-of-production method. Exploration costs, costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected cash flows and/or estimated salvage value in accordance with guidance issued by the FASB, "Accounting for Impairment or Disposal of Long-Lived Assets."

Location / Access:

The Grand Chenier oil and gas prospect is located Cameron Parish, Louisiana.

Title / Conditions:

American Mineral Group (the “Company”) acquired a twenty eight percent (28%) working interest to the leases covered by the prospect.

Geological Description / Mineralization:

The Grand Chenier oil and gas prospect is in Cameron Parish, Louisiana, an area that has been developed, mapped, and proven to contain significant petroleum and gas reserves.

The Company has a report authored by Netherland, Sewall & Associates, Inc. which analyzes the proven, probable, and possible reserves and future revenue. The report, completed in November 2008, utilized $70 per barrel of oil and $6.84 per million BTU’s in computation of the estimates in the table below.


	Net Reserves		Future Net Revenue $
Category	Oil (Barrels)	Gas (MCF)	Total	Present Worth at 6%

Proved Developed Non-Producing	6,159	-	$ 92,700	$ 83,800
Proved Undeveloped	3,436	1,321,632	$ 6,765,000	$ 5,251,700

Total Proved	9,595	1,321,632	$ 6,857,700	$ 5,335,500

Probable	2,554	982,332	$ 6,468,100	$ 3,083,000

Possible	44,778	17,222,400	$ 109,725,400	$ 75,697,400

Background / Work Completed to date / Current Condition

The leases underlying the Grand Chenier prospect were in production until approximately 2009.

The wells and infrastructure to support production remain on the property awaiting reactivation and resumption of production.

Plant / Equipment / Improvements

Currently, there are improvements, equipment, and roadways on the site.

These include a sea water disposal pump, six storage tanks, dehydration units, air compressors, process heaters, pressure regulators and well pumps.

Repairs are required to the equipment to place it back in service prior to resuming production.

Known Reserves

The estimated reserves are indicated in the table above under the heading "Net Reserves"

Page 9 of 28

Cautionary Statement Regarding Forward-Looking Statements

This annual report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the following discussion, including under the heading "Risk Factors". Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance. Other important factors that could cause actual results to differ materially include the following: business conditions, the price of precious metals, ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-K; its quarterly reports on Form 10-Q; and any current reports on Form 8-K. In addition, the Company disclaims any obligation to update or correct any forward-looking statements in all the Company's annual reports and SEC filings to reflect events or circumstances after the date hereof.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Page 10 of 28

ITEM 8. FINANCIAL STATEMENTS OF SMALLER REPORTING COMPANIES

AMERICAN MINERAL GROUP MINERALS, INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

INDEX


	Page Number
FINANCIAL STATEMENTS
Balance Sheets	F-1
Statements of Operations	F-2
Statements of Stockholders’ Equity (Deficit)	F-3
Statements of Cash Flows	F-4
Notes to Financial Statements	F-5 to F-22

Page 11 of 28


AMERICAN MINERAL GROUP MINERALS, INC.
(An Exploration Stage Company)
BALANCE SHEETS


ASSETS
						November 30, 2013		November 30, 2012
						(unaudited)		(unaudited)
CURRENT ASSETS:
	Cash			$		2		470
	Prepaid expenses					-		3,500
		TOTAL CURRENT ASSETS				2		3,970

			TOTAL ASSETS	$		2		3,970

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
	Accounts payable				$		106,644	103,523
	Accrued expenses						298,811	106,887
	Accrued payroll						938,415	580,581
	Convertible debentures (net of debt discount of $0 and $0)						241,925	253,450
	Notes payable (net of debt discount of $0 and $0)						1,783,132	261,244
	Due to former CEO						18,796	19,816
	Due to officers						1,384	1,025
	Derivative liability						192,123	200,535
		TOTAL CURRENT LIABILITIES					3,581,230	1,527,061

STOCKHOLDERS' EQUITY (DEFICIT):
	Preferred A stock, $.001 par value; authorized shares - 1,000,000 shares; 3,000 and 3,000 shares issued and outstanding						3	3

	Preferred B stock, $.001 par value; authorized shares - 1,000,000 shares; 87,500 and 22,000 shares issued and outstanding						88	88

	Common stock, $.001 par value; authorized shares - 2,500,000,000 shares;1,650,237,204 and 196,097,458 shares issued and outstanding						15,135	13,202

	Additional paid-in capital						12,880,985	12,371,612
	Deficit accumulated during the exploration stage						(14,477,689)	(13,907,996)
		TOTAL STOCKHOLDERS' EQUITY (DEFICIT)					(1,581,228)	(1,523,091)

					$		2,000,002	3,970

See notes to the unaudited financial statements

F-1


AMERICAN MINERAL GROUP, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
Unaudited

	For the three months ended		For the Years ended		Cumulative amount from Inception (August 10, 2007) through
	November 30, 2013	November 30, 2012	November 30, 2013	November 30, 2012	November 30, 2013

OPERATING EXPENSES:
General and administrative	$ 101,933	$ 100,032	$ 422,743	$ 620,777	$ 10,409,430
Bank charges and interest	27	80	132	377	2,475
Foreign exchange (gain) loss	(326)	279	(2,015)	(996)	1,116
Mineral claim maintenance and geological costs	-	(250,000)	-	(250,000)	456,933
TOTAL OPERATING EXPENSES	101,634	(149,609)	420,860	370,158	10,869,953

OPERATING LOSS	(101,634)	149,609	(420,860)	(370,158)	(10,869,953)

INTEREST EXPENSE	46,222	15,894	157,245	115,855	425,988
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY	-	(11,893)	(8,412)	(288,528)	(533,317)
AMORTIZATION OF DEBT DISCOUNT	-	4,444	-	268,413	877,515
LOSS OF MINERAL RIGHTS			-	-	2,837,550

NET LOSS	$ (147,856)	$ 141,164	$ (569,693)	$ (465,897)	$ (14,477,689)

BASIC AND DILUTED LOSS PER SHARE	$ (0.01)	$ 0.01	$ (0.04)	$ (0.05)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted	15,135,231	12,712,120	15,026,342	9,230,246

See notes to unaudited financial statements

F-2


AMERICAN MINERAL GROUP, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
Unaudited

	Preferred A Stock			Preferred B Stock			Preferred C Stock			Common Stock					Additional				Total
	($.0001 par value)			($.0001 par value)			($.0001 par value)			($.001 par value)			Common Stock		Paid-In		Accumulated		Stockholders'
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount	To be issued		Capital		Deficit		Equity (Deficit)

Balance, December 1, 2011	3,000	$	3	22,000	$	22	-		-	196,097,458	$	196,097	-	$	11,788,909	$	(13,442,099)	$	(1,457,068)

Issuance of stock for:
Conversion of debentures										1,454,169,746		1,454,170			(1,218,046)				236,124
Compensation				65,500		66			-						163,685				163,750

Net loss			-			-			-	-		-					(465,897)		(465,897)

Balance, November 30, 2012	3,000		3	87,500		88	-		-	1,650,267,204		1,650,267	-		10,734,547		(13,907,996)		(1,523,091)

Issuance of stock for:
Conversion of debentures										241,666,666		241,667			(230,111)				11,556
Preferred C Stock to be issued						-	250,000		250						499,750				500,000
Adjustment for 1:125 reverse stock split April 24, 2013										(1,876,798,639)		(1,876,799)			1,876,799				-

Net loss			-			-			-	-		-					569,693)		(569,693)

Balance, November 30, 2013	3,000	$	3	87,500	$	88	250,000	$	250	15,135,231	$	15,135	-	$	12,880,985	$	(14,477,689)	$	(1,581,228)

See notes to unaudited financial statements

F-3


AMERICAN MINERAL GROUP MINERALS, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
														Cumulative amount from Inception (August 10, 2007) through November 30, 2013

						For the years ended November 30,
								2013			2012
								(unaudited)						(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
			Net loss				$		(569,693)	$		(465,897)	$		(14,477,689)
			Adjustments to reconcile net loss to net cash used in operating activities:
				Amortization of debt discount					-			268,413			877,515
				Stock issued for compensation					-			163,349			8,333,350
				Penalty on debenture default					-			54,500			54,500
				Change in fair value of derivative					(8,412)			(288,528)			(533,316)
				Loss on mineral rights					-			-			2,837,550

			Changes in assets and liabilities:
				Prepaid expenses					3,500			417			-
				Accounts payable and accrued expenses					551,890			157,791			1,508,196
			Net cash used in operating activities						(22,715)			(109,554)			(1,399,894)

CASH FLOWS FROM INVESTING ACTIVITIES
			Payments on acquisition of Mineral Rights Agreement						-			-			(202,000)
			Acquisition of additional claims						-			-			(35,550)
NET CASH USED IN INVESTING ACTIVITIES									-			-			(237,550)

CASH FLOWS FROM FINANCING ACTIVITIES:
		Proceeds from expenses paid by stockholder							-			-			14,996
		Proceeds from notes payable							21,888			108,700			709,404
		Payments of notes payable							-			-			(66,280)
		Proceeds from private placement							-			-			290,000
		Proceeds from convertible debentures							-			-			614,500
		Proceeds from /(Payments) to officer and prior CEO							359			925			74,826
NET CASH PROVIDED BY FINANCING ACTIVITIES									22,247			109,625			1,637,446

NET INCREASE (DECREASE) IN CASH									(468)			71			2

CASH - BEGINNING OF PERIOD									470			399			-

CASH - END OF PERIOD							$		2	$		470	$		2

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
				Cash paid for interest			$		-	$		5,400

NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Preferred C Stock issued to acquire oil and gas interests						$		500,000	$		-
	Stock issued in connection with conversion of debentures						$		11,525	$		236,124
	Notes issued in connection with oil & gas acquisition						$		1,500,000	$		-


See notes to the unaudited financial statements
					F-4

American Mineral Group Minerals Inc.
(An Exploration Stage Company)
Notes to the Unaudited Financial Statements
November 30, 2013 and 2012

1. Nature of Operations and Going Concern

American Mineral Group Minerals Inc. (the "Company") was incorporated in the State of Nevada on August 10, 2007. The Company is engaged in the exploration, development, and acquisition of mineral properties. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustment that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. As shown in the accompanying financial statements, the Company incurred a net loss of $569,693 for the year ended November 30, 2013, and has an accumulated deficit of $11,477,698. Management plans to raise cash from public or private debt or equity financing, on an as needed basis and in the longer term, to generate revenues from the acquisition, exploration and development of mineral interests, if found. The Company's ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time.

2. Significant Accounting Policies

a) Exploration Stage Company

The Company is considered to be in the exploration stage. The Company is devoting substantially all of its present efforts to exploring and identifying mineral properties suitable for development.

b) Accounting Principles

The accounting and reporting policies of the Company conform to United States generally accepted accounting principles applicable to exploration stage enterprises.

c) Mineral Property Exploration

The Company is in the exploration stage and has not yet realized any revenue from its planned operations. Mineral property acquisition costs are capitalized. Additionally, mine development costs incurred either to develop new ore deposits and constructing new facilities are capitalized until operations commence. All such capitalized costs are amortized using a straight-line basis, based on the minimum original license term at acquisition, but do not exceed the useful life of the capitalized costs. Upon commercial development of an ore body, the applicable capitalized costs would then be amortized using the units-of-production method. Exploration costs, costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected cash flows and/or estimated salvage value in accordance with guidance issued by the FASB, "Accounting for Impairment or Disposal of Long-Lived Assets."

d) Foreign Currency Translation

The Company's functional and reporting currency is the U.S. Dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with ASC Topic 830 "Foreign Currency Matters" as follows:

i) monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;

ii) non-monetary assets at historical rates; and

iii) revenue and expense items at the average rate of exchange prevailing during the period.

Gains and losses from foreign currency transactions are included in the statement of operations.

As of November 30, 2013, the Company only operates in the United States.

e) Basic and Diluted Loss Per Share

Basic and diluted loss per share is based on the weighted average number of shares outstanding. Potential common shares includable in the computation of fully diluted per share results are not presented in the financial statements as their effect would be anti-dilutive.

f) Fair Value Measurements

Valuation Hierarchy

ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the assets and liabilities carried at fair value measured on a recurring and non-recurring basis as of November 30, 2013 and November 30, 2012:

Fair Value Measurements at November 30, 2013

Quoted prices

Significant

Total Carrying

in active

other

Significant

Value at

markets

observable

unobservable

November 30, 2013

(Level 1)

inputs (Level 2)

inputs (Level 3)

Derivative liabilities

192,123

F-5

American Mineral Group Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
November 30, 2013 and 2012

2. Significant Accounting Policies (continued)

f) Fair Value Measurements (continued)

Fair Value Measurements at November 30, 2012

Quoted prices

Significant

Total Carrying

in active

other

Significant

Value at

markets

observable

unobservable

November 30, 2012

(Level 1)

inputs (Level 2)

inputs (Level 3)

Derivative liabilities

200,535

The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy.

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


	November 30, 2012		November 30, 2012
Beginning balance	$	200,535	$	434,063
Derivative liabilities recorded		-		72,246
Derivative liabilities converted		-		-
Unrealized gain attributable to the change in liabilities still held		(8,412)		(305,774)
Ending balance	$	192,123	$	200,535

The fair value of the derivative liability at November 30, 2013 and November 30, 2012, totaling $192,123 and $200,535, respectively, was calculated using the Black-Scholes Option Pricing model under the assumptions detailed in Note 8. Gains and losses (realized and unrealized) included in earnings (to change in fair value of derivative liability) for the years ended November 30, 2013 and 2012, are reported in other expenses as follows:


	November 30, 2013		November 30, 2012
(Gain) Loss on derivative liabilities recorded during the period	$	-	$	(72,246)
Debt discount attributable to derivative liabilities recorded		-		(55,000)
Derivative liabilities converted during the period		-		(115,605)
Unrealized gain attributable to the change in liabilities still held		8,412		(45,677)
Net unrealized (gain) loss included in earnings	$	8,412	$	(288,528)

The Company did not have any Level 1 or Level 2 assets or liabilities as of November 30, 2013 and 2012, and had Level 3 liabilities consisting of notes payable. The carrying amount of the notes payable at November 30, 2013 and 2012, approximate their respective fair value based on the Company’s incremental borrowing rate.

Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of November 30, 2013 and 2012, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy.

In addition, FASB ASC 825-10-25 Fair Value Option was effective at the time of adoption. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

g) Income Taxes

Income taxes are accounted for in accordance with the provisions of FASB ASC 740, Accounting for Income Taxes. 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 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

h) Cash and Cash Equivalents

For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents.

i) Revenue Recognition

The Companies follow the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials”. The Companies record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenues consist primarily of product sales.

As at November 30, 2013, the Company had no revenues to report.

F-6

2. Significant Accounting Policies (continued)

j) Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those reported.

k) Accounts receivable and concentration of credit risk

The Company currently has no accounts receivable, no customers, and therefore, does not currently foresee a concentrated credit risk associated with trade receivables. If and when the Company commences operations that generate revenue, the Company will evaluate the receivable in light of the collectability in the normal course of business.

l) Reclassifications

Certain prior year financial statement balances have been reclassified to conform to the current year presentation. These reclassifications had no effect on the recorded net loss.

m) Recently Adopted Accounting Pronouncements

Management does not believe that any recently issued but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying financial statements.

3. Mineral Property

4. Capital Stock

a) Authorized

Authorized capital stock consists of:

500,000,000 common shares with a par value of $0.001 per share; and

1,000,000 preferred shares with a par value of $0.001 per share

b) Share Issuances

F-7

American Mineral Group Minerals Inc.

(An Exploration Stage Company)
Notes to the Financial Statements
November 30, 2013 and 2012

5. Concentration Risk

The Company's financial instruments consist of cash, accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair values of these financial instruments approximate their carrying values.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions in the United States. Bank deposits in the United States did not exceed federally insured limits as of November 30, 2013 and as of November 30, 2012.

The Company may operate outside the United States of America and thus may have significant exposure to foreign currency risk in the future due to the fluctuations between the currency in which the Company operates and the U.S. dollar.

6. Income Taxes

A reconciliation of income taxes at statutory rates with the reported income taxes is as follows:

Period ended November 30,		2013		2012
Income tax benefit at Federal statutory rate of 35%	$	199,400	$	163,000
State Income tax benefit, net of Federal effect		28,500		23,000
Permanent differences (primarily stock-based compensation)		-		(107,000)
Change in valuation allowance		(227,900)		(79,000)
	$	-	$	-

The significant components of the Company's deferred income tax assets are as follows:


As at November 30		2012		2011
Net Operating losses	$	2,574,400	$	2,354,400
Loss on mineral rights		2,838,000		2,838,000
Valuation allowance		(5,412,400)		(5,192,400)
	$	-	$	-

At November 30, 2013 the Company has available net operating losses of approximately $2,574,400 which may be carried forward to apply against future taxable income. These losses will expire in 2033. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

Derivative Liabilities

In June 2008, the FASB finalized ASC 815, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” Under ASC 815, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has determined that it needs to account for 15 convertible debentures (see note 3h) issued for its shares of common stock, as derivative liabilities, and apply the provisions of ASC 815. The instruments have a ratchet provision that adjust either the exercise price and/or quantity of the shares as the conversion price equals to 60% of the "market price" at the time of conversion, which "market price" will be calculated as the average of the three lowest "trading prices" for the Company's common stock during the ten day trading period prior to the date the conversion note is sent to the Company.

As a result, the instruments need to be accounted for as derivative liabilities. In accordance with ASC 815, these convertible debentures have been re-characterized as derivative liabilities. ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”) requires that the fair value of these liabilities be re-measured at the end of every reporting period with the change in fair value reported in the statement of operations.

The fair value of the derivative liabilities was measured using the Black-Scholes option pricing model and the following assumptions:


	November 30,	November 30,	Date of
	2013	2012	issuance

$32,500 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	347.18%	196.41%	319.58%
Weighted Average life (months)	0	0	9

$40,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	347.18%	196.41%	319.58%
Weighted Average life (months)	0	0	9

$35,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	347.18%	196.41%	262.42%
Weighted Average life (months)	0	0	9

$174,530 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	347.18%	196.41%	262.42%
Weighted Average life (months)	0	0	6

Fair Value	$ 192,123	$ 200,535

F-8

American Mineral Group Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
November 30, 2013 and 2012

Derivative Liabilities (continued)

The discount rate was based on rates established by the Federal Reserve. The Company based expected volatility on the historical volatility for its common stock. The expected life of the debentures was based on their full term. The expected dividend yield was based upon the fact that the Company has not historically paid dividends, and does not expect to pay dividends in the future.

During the year ended November 30, 2012 the Company recorded $55,000 as debt discount on $65,000 in convertible debt that it had entered into during the year ended November 30, 2012, due to the beneficial conversion feature of the debt being convertible into shares of the Company’s common stock at a conversion price below that of market on the date of entry into the convertible debt agreement. This debt will be amortized over the life of the debt, or until such time that the debt is converted with any unamortized debt discount being expensed at such time of early conversion. The convertible debt is presented net of the debt discount.

In addition to the debt discount, the Company recorded a derivative liability associated with the convertible debts, as the conversion price of most debentures is variable with a conversion threshold of 60% of the market value of the Company’s common stock on the date of conversion except for debentures totaling $247,076 which have a conversion threshold of 70% of the market value of the Company’s common stock on the date of conversion, and debentures totaling $199,530 which have a conversion threshold of 50% of the market value of the Company’s common stock on the date of conversion. The initial measurement of this derivative liability is based on the value of the shares that could be issued upon entry into the convertible debt agreement. Such valuation is determined using a fair value valuation model of the potential shares that could be issued. The difference between the initial value of the derivative liability and the debt discount is charged as an expense on the change in fair value of derivative liabilities upon entry into the debt agreement. The derivative liability is adjusted at each reporting period date based on the conversion rate available at each reporting date, or until such time as the convertible debt is converted. The initial derivative liability for all convertible debt issued during the year ended November 30, 2012 was $17,246, offset by the debt discount of $55,000, with the remaining $37,754 offset charged to change in fair value of derivative liabilities. The value of the derivative is presented as the derivative liability in the accompanying balance sheet of the Company, less any adjustments to the value of the derivative.

There were no new convertible debentures issued during the fiscal year ended November 30, 2013.

At November 30, 2013, the Company reevaluated the derivative liability based on the fair value assumptions for the convertible debt that it had entered into during the current and previous years then ended. As of November 30, 2013, the derivative liability recorded during the year then ended, decreased by $8,412 due to the conversion threshold being lower at this reporting date than on the date that the convertible debt had been entered into coupled with final conversion of several debentures.

Notes Payable

For the years ended November 30, 2012 and 2012, the Company borrowed $21,888 and $108,700, respectively, from a non-affiliated accredited investor. The Notes carry interest at a rate of 15% per year and are due on demand.

During the year ended November 30, 2012, by mutual agreement between the Company and the investor, the following sums (which included the balance forward of $231,507 the investor had loaned in the previous year) were converted or re-written to a number of one year notes: as described below:

December 1, 2011 for loans and accrued interest loaned on or before August 31, 2010 - $147,076

December 1, 2011 for loans and accrued interest loaned on or before November 18, 2010 - $169,030.

March 31, 2011 for loans and accrued interest loaned on or before March 31, 2011 - $105,500

June 30, 2011 for loans and accrued interest loaned on or before June 30, 2011 - $60,000

The Company raised $359 and $925 in demand notes to from its CFO during the fiscal years ended November 30, 2013 and 2012, respectively.

Between December 2011 and November 2012, the Company borrowed $108,700 from a non-affiliated accredited investor. The Notes carry interest at a rate of 15% per year and are due on demand.

10.

Related party transactions

From time to time, our former CEO, Mal Bains lent money to the Company. At November 30, 2013 and 2012 the balance owed was $18,796 and $19,816 respectively. The balance does not bear interest and is due on demand.

Our CEO and CFO have from time to time lent money to the Company. At November 30, 2013 and 2012, they had a balance owed to them of $1,384 and $1,025 respectively. The balances do not bear interest and are due on demand.

F-9

American Mineral Group Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
November 30, 2013 and 2012

11.

Commitments and Contingencies

The Cease Trade Order is still in effect regarding trading in British Columbia, Canada only, and specifically affects the residents thereof.

The case outlined above does not involve the Company or any of its current officers or directors.

A consulting agreement between American Mineral Group and Internet Marketing Solutions, Inc. (IMS) provides that IMS will receive a Consulting Fee of ten percent (10%) of the gross value of the project received by American Mineral Group including cash, stock and stock purchase warrants.

12.

Employment Contracts

In September 2010, the Company entered into five year Employment Contracts with its three employees.

Below is a summary of the basic terms of the Agreements:

Base Salary for the CEO and CFO

$120,000 per year

Base Salary for Investor relations

$100,000 per year

The officers received stock grants in connection with the contracts of:

CEO

1,500,000 common shares

CFO

1,000,000 common shares

Investor Relations

1,000,000 common shares

4% annual increases in Base Salary

Bonus provision if and when the Company reaches profitability

Other normal benefits provided such as health insurance as negotiated by the Company

13.

Subsequent Events

There have been no significant events subsequent to November 30, 2013 through the date of this report.

F-10

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and Rule 15d-15(e) as of the end of the fiscal year covered by this annual report. Based on that evaluation, the principal executive officer and principal financial officer believe the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports 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's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 30, 2013 based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).” Based on management’s assessment, management concluded that, as of November 30, 2013, the Company’s internal control over financial reporting was effective.

This Annual Report does not include an attestation report of the Company’s 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 Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

ITEM 9B. OTHER INFORMATION

None

Page 22 of 28

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers And Directors

The following table sets forth the directors and executive officers of our Company, their ages and positions with our Company. Pursuant to our bylaws, our directors are elected at our annual meeting of stockholders and each director holds office until his successor is elected and qualified. Officers are elected by our Board of Directors and hold office until an officer's successor has been duly appointed and qualified unless an officer sooner dies, resigns or is removed by the Board.

There are no arrangements or understandings’ regarding the length of time a director of our company is to serve in such a capacity.

The following table sets forth information about our executive officers and directors as of September 24, 2013.


Name and Address	Age	Position
Frederick J. Pucillo, Jr. Warwick, RI	64	Director, President and CEO
Erwin Vahlsing, Jr. Warwick, RI	58	Director, Chief Financial Officer, Treasurer, and Secretary
Thomas Craft, Jr. Warwick, RI	49	Director

Frederick J. Pucillo, Jr. has served as our President, Chief Executive Officer and Director since December 2009. Mr. Pucillo has over twenty years experience serving mid-size to Fortune 100 companies in the banking and finance area, having managed a $110 million loan portfolio with 10,000 accounts, and other capital funding and business development opportunities. Mr. Pucillo was the CFO for Atlantic Fire Protection, LLC from 2007 through 2009, and previously, was CFO for Zammido Automotive Group from 2000 through 2007. He is thoroughly familiar with finance, cash flow analysis and budgeting, as well as negotiation of promising opportunities.

Erwin Vahlsing, Jr. has served as our Chief Financial Officer, Secretary, Treasurer, and Director since September 2009. Mr. Vahlsing is a financial executive with domestic and international experience managing finance departments in the manufacturing, service, and construction industries. Mr. Vahlsing has acted as Chief Financial Officer to ICOA, Inc. since 2001. He acted as a Consultant to E&M Advertising for SEC compliance and due diligence. Mr. Vahlsing received an MBA from the University of Rhode Island in 1986 and a Bachelors degree in Accounting from the University of Connecticut.

Thomas J. Craft, Jr., is a Florida attorney, specializing in federal securities law and mergers and acquisitions. He practices securities law in Florida. Mr. Craft has more than 15 years of experience in federal securities matters as well as the public markets generally. Mr. Craft has served on the board of directors of several public companies prior to joining the Company's board of directors on November 22, 2002. Mr. Craft has served as a member of our Audit Committee since 2002 and in April 2007 Mr. Craft was appointed as a member of our Compensation Committee and Nominating Committee. Mr. Craft has served as an officer and a director of Peregrine Industries, Inc., a public reporting company, since March 2004.

Committees of the Board of Directors

The functions of the audit committee are currently carried out by our Board of Directors. In 2009, we hired a Chief Financial Officer. He was subsequently appointed to the Board. Our Board has determined that at current, we do not need an additional expert because we are a start-up exploration company and have no revenue. The cost of hiring a financial expert to act as a director of American Mineral Group and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee. We do not have a compensation committee, nominating committee, executive committee of our board of directors, stock plan committee or any other committees.

Code of Ethics

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions within the Company. A copy of the code of ethics is filed with the SEC as an exhibit to the Company's Form S-1 filed on February 22, 2008. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our directors, officers and employees, we will disclose the nature of such amendment or waiver in a report on Form 8-K. The Code of Ethics is available on the Company’s website at http://www.sungrominerals.com/CodeofEthics021308.pdf.

Family Relationships

There are no family relationships between any two or more of our directors or executive officers. There is no arrangement or understanding between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and 10% or greater shareholders of the Company ("Reporting Persons") to file with the Securities and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership of equity securities of the Company (Form 4 and Form 5) and to provide copies of all such forms as filed to the Company. With the exception of the CFO, who has completed his Form 3 report but which as of the date of this filing had not been filed with the Commission, he also has not completed a Form 4 to update his holdings. Aside from this, the Company is not aware of any Reporting Persons that have failed to file reports on a timely basis.

Mr. Pucillo has completed and filed his Form 3 indicating he is currently the owner of 24,156 common shares, and 12,500 Preferred B shares.

At the time of Mr. Vahlsing’ hiring, he completed his Form 3. It appears the Company filed it on the Canadian, SEDA system and failed to file it on the SEC’s Edgar database. The report is being updated with current information and will be filed subsequent to the date of this report. Mr. Vahlsing is the owner at the time of this report of 24,000 common shares and 12,500 Preferred B shares.

Page 23 of 28

Significant Personnel

We have no significant personnel other than our officers and directors. We presently rely on consultants and other third party contractors to perform administrative and geological services for the Company. We have no formal contracts with any of these consultants and contractors.

Nominating Committee

We do not have a standing nominating committee; our Board of Directors is responsible for identifying new candidates for nomination to the Board. We have not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION

To date, our directors do not currently receive and have never received any compensation for serving as a director of the Company. Presently, our officers are paid on a consulting basis for the time and efforts spent on behalf of the Company. Effective September 2, 2010 the Company entered into Employment Agreements with our CEO, CFO, and Investor Relations.

The following table sets forth all compensation awarded to, earned by, or paid for services rendered to us in all capacities by the officers for the last three fiscal years.

Summary Compensation Table


	Annual Compensation				Long-Term Compensation
Name & Principal Position	Fiscal Year Nov 30,	Salary	Bonus	Other Annual Compensation ⁽²⁾	Restricted Stock Awards in US$⁽¹⁾	Options/SARs	LTIP Payouts	All Other Compensation⁽²⁾

_{Frederick J. Pucillo, Jr}^.	2013	$ 0	$ 0	$ 134,551	$ 0	0	0	0
Chief Executive Officer,	2012	$ 0	$ 0	$ 129,376	$ 31,250	0	0	0
President, Director	2011	$ 0	$ 0	$ 124,400	$ 50,000	0	0	0

Erwin Vahlsing, Jr	2013	$ 0	$ 0	$ 134,551	$ 0	0	0	0
Chief Financial Officer,	2012	$ 0	$ 0	$ 129,376	$ 31,250	0	0	0
Secretary, Treasurer,	2011	$ 0	$ 0	$ 124,400	$ 75,000	0	0	0
Director

^{See notes below:}

(1)

The named executive officers received grants of restricted stock in connection with entry into 5 year employment agreements.

(2)

Salary was accrued with only partial payment made during the years 2013 and 2012. The balance may be paid either in cash or stock.

We do not presently have a stock option plan but intend to develop an incentive based stock option plan for our officers and directors in the future and may reserve up to ten percent of our outstanding shares of common stock for that purpose.

Compensation Committee

We do not have a compensation committee. The functions of the compensation committee are currently carried out by our Board of Directors.

Page 24 of 28

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities authorized for issuance under equity compensation plans

The Company has no securities authorized for issuance under equity compensation plans.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of March 13, 2013 with respect to the beneficial ownership of our Company's common stock with respect to each named director and executive officer of our Company, each person known to our Company to be the beneficial owner of more than 5% of said securities, and all directors and executive officers of our Company as a group:


Name and Address	Title of Class	Amount and Nature of Beneficial Ownership	Percentage of Class ⁽¹⁾
Frederick J. Pucillo, Jr. Chief Executive Officer, President, and Director	Common Preferred B⁽²⁾	24,156 62,500,000	0.2% 80.5%
Erwin Vahlsing, Jr. Chief Financial Officer, Treasurer, Secretary, and Director	Common Preferred B⁽²⁾	24,000 62,500,000	0.2% 80.5%
Thomas Craft, Jr. Director	Preferred B⁽²⁾	62,500,000	80.5%
Martin Bolodian Investor Relations	Common	12,000	0.1%
Internet Marketing Solutions, Inc.	Preferred B⁽²⁾	250,000,000	94.3%
All officers, directors, and beneficial owners as a group	Common Preferred B⁽²⁾	260,156 437,500,000	1.7% 96.7%

(1) The percentage of common shares is based on 1,891,903,870 shares of common stock outstanding as of March 31, 2013.

(2) Percentage is based on current common stock outstanding as of March 31, 2013 plus beneficial amount owned by the individual holder, on an “As Converted” basis.

The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

Page 25 of 28

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Since the beginning of American Mineral Group's last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer, or security holder owing more than 5% of our shares of common stock has had any direct or indirect material interest in any transaction or currently proposed transaction, which American Mineral Group was or is to be a participant, that exceeded the lesser of (1) $120,000, or (2) 1% of the average of American Mineral Group's total assets at year end for the last two completed fiscal years.

In September 2010, the Company entered into 5 year employment agreements with its three employees. Below is a summary of the basic terms of the Agreements:

Base Salary for the CEO and CFO

$120,000 per year

Base Salary for Investor relations

$100,000 per year

The officers received stock grants in connection with the contracts of:

CEO

1,500,000 common shares

CFO

1,000,000 common shares

Investor Relations

1,000,000 common shares

4% annual increases in Base Salary

Bonus provision if and when the Company reaches profitability

Other normal benefits provided such as health insurance as negotiated by the Company

From time to time, our former CEO, Mal Bains lent money to the Company. At November 30, 2013 and 2012 the balance owed was $19,950 (CAD) respectively. The balance does not bear interest and is due on demand. For financial statement purposes, the balance is adjusted based on the exchange rate on the date of the statements.

The Company's transactions with its officers, directors and affiliates have been and such future transactions will be, on terms no less favorable to the Company than could have been realized by the Company in arm's length transactions with non-affiliated persons and will be approved by a majority of the independent disinterested directors.

Directors Independence

The only director on our board that is independent is Thomas Craft, Jr., our other two directors Mr. Pucillo and Mr. Vahlsing, are not independent, pursuant to the definition of an "independent director" set forth in Rule 5605(a)(2) of the NASDAQ Manual. In summary, an "independent director" means a person other than an executive officer or employee of the issuer or any other individual having a relationship which, in the opinion of the issuer's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Company intends to add members to the Board of Directors who are independent during the fiscal year 2014.

We do not have a compensation committee, nominating committee or audit committee; the functions of these committees are performed by our directors and Chief Financial Officer.

The Company is currently traded on the OTC Market Pink Sheet, which does not require that a majority of the Board be independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The fees billed to the Company for the fiscal years ending November 30, 2011 and 2010 by Sherb & Co., LP were as follows:


	Year ended Nov. 30, 2013	Year ended Nov. 30, 2012
Audit Fees	$0	$0
Audit-Related Fees	$0	$0
Tax Fees	$0	$0
All Other Fees	$0	$0

Because the Company does not have an audit committee, it has not instituted pre-approval policies and procedures as described in paragraph (c)(7)(i) of Rule 2-01 of regulation S-X.

Page 26 of 28

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements and Schedules

The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

Exhibit Listing


			Incorporated by reference
Exhibit No.	Description of Exhibit	Filed herewith	Form	Exhibit	Filing date (mm/dd/yy)
3.1	Articles of Incorporation		S-1	3.1	02/22/08
3.2	Certificate of Change dated July 20, 2009		8-K	3.1	08/03/09
3.3	Bylaws		S-1	3.2	02/22/08
4.1	Specimen Stock Certificate		S-1	4.1	02/22/08
10.6	Consulting and Fee Agreement dated July 1, 2009 between Internet Marketing Solutions, Inc. and American Mineral Group		10-K	10.6	03/17/10
10.7	Employment Agreement dated September 2, 2010 between Frederick Pucillo, Jr. and American Mineral Group		10-K	10.7
10.8	Employment Agreement dated September 2, 2010 between Erwin Vahlsing, Jr. and American Mineral Group		10-K	10.8
14	Code of Ethics		S-1	14	02/22/08
31.1	Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

Page 27 of 28

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.


Date:	AMERICAN MINERAL GROUP MINERALS INC.

September 24, 2014	By: */s/ Frederick J. Pucillo*
	Frederick J. Pucillo President

September 24, 2014	By: */s/ Erwin Vahlsing, Jr.*
	Erwin Vahlsing, Jr. Chief Financial Officer, Secretary, and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on the dates indicated.


Date	Signature	Title
September 24, 2014	*/s/ Frederick J. Pucillo*	President, and Director
	Frederick J. Pucillo

September 24, 2014	/s/ Erwin Vahlsing, Jr.	Chief Financial Officer, Secretary, and Treasurer, Director
	Erwin Vahlsing, Jr. Page 28 of 28