American United Gold (MPCC) 10QSB 2005 Q3 Quarterly report (small business)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

For the Quarter ended June 30, 2005

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

For the transition period from _______________ to _______________

000-49951

(Commission File Number)

AMERICAN UNITED GOLD CORPORATION

(Name of small business issuer in its charter)

NEVADA 91-2084507

(State or other jurisdiction) (IRS Employer of incorporation or organization Identification No.)

555 Burrard Street, Suite 900
Vancouver, B.C., CANADA
V7X 1M8
(Address of principal executive offices) (Zip Code)

Issuers telephone number:(604)-692-2808

(Former Name or Former Address, if changed since last Report)

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

(1) Yes X No (2) Yes X No

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2 of the Exchange Act). _ Yes X No

 State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: September 14, 2005

Common Stock, $0.001 par value, - 10,659,761 shares as of September 14, 2005

Transitional Small Business Issuer Format Yes No X

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

AMERICAN UNITED GOLD CORPORATION

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005

(Stated in US Dollars)

(Unaudited)

AMERICAN UNITED GOLD COPORATION

(A Development Stage Company)

INTERIM CONSOLIDATED BALANCE SHEETS

June 30, 2005 and September 30, 2004

(Stated in US Dollars)

(Unaudited)

	June 30,	September 30,
ASSETS	2005	2004
Current
Cash and cash equivalents	$ 260	$ 4,572
Receivables	412	412
Prepaid expenses	536	-
	$ 1,208	$ 4,984
LIABILITIES
Current
Accounts payable and accrued liabilities Note 5	$ 164,008	$ 153,353
Loans payable Note 5	2,887	12,123
Demand loans Note 4	201,059	184,919
	367,954	350,395
STOCKHOLDERS DEFICIENCY
Common stock Note 3
100,000,000 of authorized shares with par value of $0.001:
10,659,761 shares issued and outstanding (September 30,  2004: 10,659,761)	10,660	10,660
Additional paid-in capital	1,797,235	1,797,235
Share subscriptions Note 6	60,000	-
Deficit accumulated during the development stage	(849,196)	(775,296)
Accumulated other comprehensive loss	(123,510)	(116,075)
Accumulated deficit	(1,261,935)	(1,261,935)
	(366,746)	(345,411)
	$ 1,208	$ 4,984

AMERICAN UNITED GOLD COPORATION

(A Development Stage Company)

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

for the three and nine months ended June 30, 2005 and 2004

and October 1, 2002 (Date of Inception of Development Stage) to June 30, 2005

(Stated in US Dollars)

(Unaudited)

					October 1,
					2002 (Date of
					Inception of
					Development
	Three months ended		Nine months ended		Stage) to
	June 30,		June 30,		June 30,
	2005	2004	2005	2004	2005
Expenses
Accounting and audit fees	$ 6,745	$ -	$ 15,897	$ 5,122	$ 58,313
Automobile	-	290	-	512	525
Foreign exchange loss	-	-	-	-	393
General and administrative	(61)	1,325	1,331	1,950	4,797
Interest and bank charges	93	-	215	119	602
Interest on long-term debt	3,555	3,014	10,669	9,654	44,085
Investor relations	(3)	-	14,599	-	14,599
Legal fees	(1)	5,787	5,943	5,787	48,058
Management fees Note 5	7,416	54,549	22,416	88,840	154,631
Telephone and utilities	-	-	-	-	323
Transfer agent fees	-	2,828	677	3,436	7,441
Travel	-	6,160	2,153	6,517	10,180
Loss from continuing operations  before other item	(17,744)	(73,953)	(73,900)	(121,937)	(343,947)
Other item:
Gain on write-off of accounts  payable	-	-	-	-	42,619
Loss from continuing operations	(17,744)	(73,953)	(73,900)	(121,937)	(301,328)
Income (loss) from discontinued operations	-	122,311	-	(514,761)	(547,868)
Net income (loss) for the period	(17,744)	48,358	(73,900)	(636,698)	(849,196)
Other comprehensive income (loss)
Foreign currency adjustment	4,165	(890)	(7,435)	(84,212)	(123,510)
Comprehensive income (loss)	$ (13,579)	$ 47,468	$ (81,335)	$ (720,910)	$(972,706)
Basic and diluted loss per share from  continuing operations	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Basic and diluted income (loss) per  share from discontinued operations	$ 0.00	$ 0.02	$ 0.00	$ (0.08)
Basic and diluted income (loss) per share	$ (0.00)	$ 0.01	$ (0.01)	$ (0.10)
Weighted average number of  shares outstanding	10,659,761	6,575,823	10,659,761	6,575,823

AMERICAN UNITED GOLD COPORATION

(A Development Stage Company)

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

for the nine months ended June 30, 2005 and 2004

and for the period from October 1, 2002 (Date of Inception of Development Stage) to June 30 2005

(Stated in US Dollars)

(Unaudited)

			October 1, 2002
			(Date of Inception
			of Development
	Six months ended		Stage)
	June 30,		to June 30,
	2005	2004	2005
Operating Activities
Net loss for the year from continuing operations:	$(73,900)	$(206,149)	$(301,328)
Adjustment to reconcile net loss to net cash used in  operating activities:
Gain on write-off of accounts payable	-	-	(42,619)
Changes in non-cash working capital balances consist of:
Receivables	-	(25,745)	(412)
Prepaid expenses	(536)	-	(536)
Accounts payable and accrued liabilities	10,655	25,074	194,906
Net cash used in operating activities	(63,781)	(206,820)	(149,989)
Financing Activities
Increase (decrease) in loans payable	(9,236)	-	2,887
Increase in demand loans	16,140	27,031	34,751
Share subscriptions received	60,000	116,450	60,000
Issue of common shares for cash	-	-	106,450
Net cash provided by financing activities	66,904	143,481	204,088
Effect on cash of foreign currency transactions	(7,435)	67,073	(97,608)
Increase (decrease) in cash from continuing operation	(4,312)	3,734	(43,509)
Decrease in cash from discontinued operations	-	(19,383)	-
Decrease in cash and cash equivalents during the period	(4,312)	(15,649)	(43,509)
Cash and cash equivalents, beginning of period	4,572	19,383	43,769
Cash and cash equivalents, end of the period	$ 260	$ 3,734	$ 260
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$ -	$ -	$ 586
Income taxes	$ -	$ -	$ -

AMERICAN UNITED GOLD CORPORATION

(A Development Stage Company)

INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

for the period October 1, 2002 (Date of Inception of Development Stage) to June 30, 2005

(Stated in US Dollars)

(Unaudited)

						Deficit
						Accumulated	Accumulated
			Additional			During the	Other
	Common Stock		Paid-in	Shares	Share	Development	Comprehensive	Accumulated
	Shares	Amount	Capital	Allotted	Subscriptions	Stage	Loss	Deficit	Total
Balance, September 30, 2002	4,145,761	$ 4,146	$ 609,999	$ 4,370	$ -	$ -	$ -	$ (1,261,935)	$ (643,420)
Net loss for the year ended  September 30, 2003	-	-	-	-	-	(137,347)	(17,407)	-	(154,754)
Balance, September 30, 2003	4,145,761	4,146	609,999	4,370	-	(137,347)	(17,407)	(1,261,935)	(798,174)
Pursuant to debt settlement  agreement	2,236,500	2,237	445,063	-	-	-	-	-	447,300
Pursuant to an acquisition  agreement	3,200,000	3,200	636,800	(4,370)	-	-	-	-	635,630
Pursuant to a private  placement	1,077,500	1,077	105,373	-	-	-	-	-	106,450
Net loss for the year ended  September 30, 2004	-	-	-	-	-	(637,949)	-	-	(637,949)
Other comprehensive loss  for the year ended  September 30,2004	-	-	-	-	-	-	(98,668)	-	(98,668)
Balance, September 30, 2004	10,659,761	10,660	1,797,235	-	-	(775,296)	(116,075)	(1,261,935)	(345,411)
Share subscriptions	-	-	-	-	60,000	-	-	-	60,000
Net loss for the period ended  June 30, 2005	-	-	-	-	-	(73,900)	-	-	(73,900)
Other comprehensive loss  for the period ended  June 30, 2005	-	-	-	-	-	-	(7,435)	-	(7,435)
Balance, June 30, 2005	10,659,761	$ 10,660	$ 1,797,235	$ -	$ 60,000	$(849,196)	$(123,510)	$(1,261,935)	$ (366,746)

The number of shares issued and outstanding has been restated to give retroactive effect for a reverse stock split on a one new for two old basis on October 7, 2004. The par value and additional paid-in capital were also restated to adjust the par value amount in conformity with the number of shares then issued.

AMERICAN UNITED GOLD COPORATION

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005

(Stated in US Dollars)

(Unaudited)

Note 1Interim Reporting

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended September 30, 2004 included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending September 30, 2005.

Note 2Operations and Going Concern

These consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As at June 30, 2005, the Company has a working capital deficiency of $366,746, has accumulated losses of $2,234,641 since inception and has yet to achieve profitable operations. The Company's ability to continue as a going concern is dependent upon obtaining the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted, with any certainty, at this time. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

Note 3Mineral Property

By an agreement dated December 17, 2004, the Company has the option to acquire 100% of the outstanding shares of Anderson Gold (China) Inc. ("Anderson Gold"), a company related by way of common directors. Anderson Gold has entered into a Joint Venture Agreement with a Chinese corporation to earn up to an 85% interest in the Daguan Exploration Property located in Guizhou, China. In order to exercise this option, the Company must incur exploration expenditures on the property of up to $1,780,000, make cash payments to Anderson Gold of up to $230,000 and issue to the owners of Anderson Gold 10,000,000 of the Company's common shares. These shares are to be held in escrow and released in stages determined by the completion of certain milestones in exploration and development spending and making required cash payments over a four-year period. The Company has not incurred $300,000 in exploration expenditures, not paid the $80,000 option payment and not issued the 2,000,000 shares to the vendors by June 30, 2005 as required under the terms of the agreement in order to maintain its right to earn the above-noted interest. The Company is currently negotiating with the vendors to extend the terms of the agreement.

Note 4Demand Loans

The demand loans bear interest at 10% per annum, are unsecured and are payable on demand. A default judgement has been obtained by the creditors on April 1, 2003 in the amount of $167,688 (CDN$205,518).

Note 5Related Party Transactions

The Company was charged the following expense by a director and former directors of the Company:

					October 1,
					2002
					(Date of
					Inception of
					Development
	Three months ended		Nine months ended		Stage) to
	June 30,		June 30,		June 30,
	2005	2004	2005	2004	2005
Management fees	$7,500	$55,109	$22,500	$88,703	$154,631

These charges were measured by the exchange amount which is the amount agreed upon by the transacting parties.

At June 30, 2005, accounts payable and accrued liabilities include $22,500 (September 30, 2004: Nil) due to a director and former directors of the Company.

Note 5Related Party Transactions (cont'd)

Loans payable to directors of the Company are unsecured, non-interest bearing and have no specific terms for repayment.

Note 6Commitments

i. As at June 30, 2005, 125,000 (250,000 pre-consolidated) common shares previously allotted with respect to a finder's fee remain un-issued. These shares will be issued for no additional consideration once the holders exercise their conversion rights.

ii. As at June 30, 2005, the Company has received $60,000 for a private placement of 400,000 common shares at $0.15 per common share.

Note 7Comparative Figures

Certain of the prior period's comparative figures for June 30, 2004 have been restated to conform with the presentation used in the current period.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the feasibility of the property in which we have an interest and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties we face, please see the 2004 Form 10-KSB filed by us with the Securities and Exchange Commission. All forward- looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

OVERVIEW

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a "blank check" company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. Other than the arrangement with Anderson Gold described above we currently have no plans to merge with or acquire another company in the next 12 months.

Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. The company has not made a determination as to whether we would develop to production any commercially viable ore body that we may discover or sell any such ore body to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would a lso provide future capital for the Company to continue operations.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property in China which Anderson Gold has an option to earn an interest in contains commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost. In order to exercise our option in Anderson Gold we will require additional funding and it is the companys intention to raise capital with the sale of common shares.

Anderson Gold (China) Inc. Option Agreement

Pursuant to an Option Agreement with Anderson Gold (China) Inc. ("Anderson Gold") we have the option to earn a 100% interest in Anderson Gold. Anderson Gold is a British Columbia incorporated company that holds an option to earn up to an 85% interest in the Daguan property located in Guizhou Province, China.

An overview of our activities and obligations with respect to these properties are set forth below.

American United may exercise its Option ("the Option") to acquire a 100% interest in Anderson Gold (China) Inc. ("Anderson Gold") by contributing to the capitalization of the Joint Venture Company up to $1,780,000 in connection with the Daguan Project, and paying to Anderson Gold up to $230,000, and issuing to the Shareholders 10,000,000 shares of the common stock (as presently constituted) of AMUG as fully paid and non-assessable in accordance with the schedule set forth in subsections 1.2(a) through 1.2(d) of the Option Agreement with Anderson Gold entered into on December 17, 2004. Funds provided to capitalize the Joint Venture Company will be expended in accordance with the requirements of the Exploration Program. If a decision to proceed to a Feasibility Study to determine the viability of mining, funds provided to capitalize the Joint Venture Company will be expended towards such work. Following the execution of the Option Agreement with Anderson Gold and before March 31, 2005, American United may e xercise the Option as to 25% of the Anderson Gold Shares by causing to be carried out an exploration work program as recommended by a qualified engineer or geologist with a budget of no less than $100,000. Provided that American United has previously exercised the Option as set out above, a further 25% of the Anderson Gold Shares may be acquired on or before June 30, 2005 by making a payment to Anderson Gold of $80,000, releasing of 2,000,000 American United Shares from escrow, causing to be carried out mining exploration and/or development work in respect of the Daguan Project as recommended by a qualified engineer or geologist with a budget of no less than $200,000. Provided that American United has previously exercised the Options as set out above it may exercise the Option as to a further 25% of the Anderson Gold Shares by March 31, 2009 by releasing a further 4,000,000 shares in American United Shares from escrow on or before March 31, 2006 and causing to be carried out certain exploration, and/or devel opment work in respect of the Daguan Project, as defined in the Agreement between Anderson Gold Corporation and GGC, or such other continuing work program as shall be recommended by a qualified engineer or geologist with a total budget of no less than $600,000 before March 31, 2009. Provided that American United has previously exercised the Option as set out above, American United may exercise the Option as to the final 25% of the Anderson Gold Shares following the completion of the Stage 3 Program and before the fourth anniversary of the establishment of the Joint Venture Company by making a payment of $100,000 to Anderson Gold and releasing a further 4,000,000 AMUG Shares from escrow and causing to be carried out the Stage 4 mining acquisition, exploration and/or development work in respect of the Daguan Project, as defined in the Agreement between Anderson Gold Corporation and GGC with a budget of no less than $880,000.

The Company has not incurred $300,000 in exploration expenditures, not paid the $80,000 option payment and not issued the 2,000,000 shares to the vendors by June 30, 2005 as required under the terms of the agreement in order to maintain its right to earn the above-noted interest. The Company is currently negotiating with the vendors to extend the terms of the agreement.

Exploration work on the Daguan Property conducted by Anderson Gold consists of three site visits by Ken Thorsen in 2004 as well as a site visit by an executive of the company in April of 2004. In a report completed by Ken Thorsen an exploration program is recommended. The budget for Phase I of the recommended program is $102,905. Anderson Gold intends to seek the necessary approvals from authorities in Guizou Province during the second quarter of 2005 and to commence Phase I of the recommended exploration program when those approvals are received. Phase I of the recommended exploration program consists of geological mapping, trenching, and assaying. If this program produces favorable results, and a second phase is warranted, then we would follow up with exploration as recommended in a Phase II program that would consist mainly of Reverse circulation drilling which would help to further delineate the underground geological structure. The total cost of a phase 2 work program is approximately $525,000.

We do not intend to use any employees, with the exception of part-time clerical assistance on an as-needed basis. Outside advisors, attorneys or consultants will only be used if they can be obtained for a minimal cost or for a deferred payment basis. Management is confident that it will be able to operate in this manner and continue during the next twelve months. With the expertise provided by our Board of Directors and consulting geology professionals we feel that we have the expertise required to decide if we should invest in a particular project. This decision will be based on information that will be provided by the vendor or the project and by information collected by our experts through independent due diligence

We will require additional capital to fund our operations. We cannot be certain that any additional financing will be available to us.

As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants to raise any capital. In the event we need to raise capital, most likely the only method available to us would be through the private sale of our securities. Because of our nature as a exploration state company, it is unlikely we could make a public sale of securities or be able to borrow any significant sum, from either a commercial or private lender. There can be no assurance that we will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to us.

RESULTS OF OPERATIONS

During the three months ended June 30, 2005, we incurred a net loss of $17,744 compared to a gain of $48,358 for the comparative period in 2004. The gain in 2004 was entirely the result of a gain from discontinued operations. During the nine months ended June 30, 2005, we incurred a net loss of $73,900 compared to a net loss of $636,698 for the comparative periods in 2004. Excluding the loss from discontinued operations of $514,761, the loss for the nine months ended June 30, 2004 was $121,937. Currently we are engaged in the fundraising to satisfy our commitments called for by the Option Agreement including the first phase work program on the Daguan Property.

REVENUES

The Company is in the exploration stage and has had no revenue from operations. None of the Company's mineral properties have proven to be commercially developable and the Company does not produce or any sell any mineral products.

We had no revenues for the quarter or nine month period ended June 30, 2005. No revenues were generated for the comparative periods in 2004.

COST OF REVENUE

There was no cost of revenue for the quarter or nine months ended June 30, 2005.

GENERAL AND ADMINISTRATIVE EXPENSES

General and Administrative (G&A) expenses for the quarters ended June 30, 2005 and 2004, were $17,744 and $73,953, respectively. For the nine months ended June 30, 2005 and 2004 respectively General and Administrative (G&A) expenses were $73,900 and $121,937 respectively. The decrease is due largely to the decrease of management fees. Management fees are expected to remain low in the upcoming quarters as concerns the present company projects. The company anticipates that G&A expenses will increase in the future as a result of the increase in activity resulting from the Option Agreement with Anderson Gold (China) Inc. as well as the costs of compliance by the Company with its reporting obligations under the Securities Exchange Act of 1934.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of June 30, 2005, reflects cash of $260 and no significant assets and total liabilities consisting of accounts payable, loans payable and demand loans of $367,954.

Cash and cash equivalents from inception to date have been insufficient to provide the operating capital necessary to operate.

The Company will require additional financing in order to proceed with the exploration of its mineral properties. The Company plans to complete private placement sales of its common stock in order to raise the funds necessary to pursue its plan of operations and to fund its working capital deficit. The Company currently does not have any arrangements in place for the completion of any private placement financings and there is no assurance that the Company will be successful in completing any private placement financings.

GOING CONCERN CONSIDERATION

In a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have not yet produced significant revenues and the Company has suffered recurring operating losses as is normal in development stage companies. As at June 30, 2005, the Company has a working capital deficiency of $366,746, has accumulated losses of $2,234,641 since inception and has yet to achieve profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing, receive funding from related parties and controlling shareholders, and develop a market for its products.

Our plans to deal with this uncertainty include raising additional capital or entering into a strategic arrangement with a third party. There can be no assurance that our plans can be realized. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities if we were unable to continue as a going concern.

Accordingly, our independent auditors included a note in the June 30, 2005 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Critical Accounting Policies:

The Company's discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amount of investment tax credits, trade accounts receivable, and deferred tax assets. The Company believes the following critical accounting policies require its more significant judgment and estimates used in the preparation of the consolidated financial statements.

The company follows the cost reduction method of accounting for investment tax credits and recognizes the estimated net recoverable amount when reasonable assurance exists as to their collectability.

The company maintains an allowance for doubtful accounts for estimated losses that may arise if any of its customers are unable to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the uncollectability of the company's trade accounts receivable balances. If the company determines that the financial conditions of any of its customers deteriorated, whether due to customer specific or general economic issues, increases in the allowance may be made. To date no customer balance has been unpaid in the timeframe allowed to customers.

Income taxes are accounted for under the asset and liability method. Under this method, to the extent that it is not more likely than not that a deferred tax asset will be recovered, a valuation allowance is provided. In making this determination, the Company considers estimated future taxable income and taxable timing differences expected to reverse in the future. Actual results may differ from those estimates.

ITEM 3 CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2005, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. William Anderson and Chief Financial Officer, Mr. Chand Jagpal. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended, June 30, 2005 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

(b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

A civil action was commenced in the Supreme Court of British Columbia on February 10, 2003 by D. Bruce Horton, Peter Krag-Hansen, Darcy Higgs and BMD Financial Inc. claiming a total of $175,000 in Canadian currency as repayment of a working capital loan to MPAC Corp. and 805332 Alberta Ltd.

ITEM 2. CHANGES IN SECURITIES. NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. NONE.

ITEM 5. OTHER INFORMATION. NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits and Index of Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)

(b) Reports on Form 8-K.

None

SIGNATURES

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

Date: September ____ , 2005.

American United Gold Corporation

By: /s/ "David Uppal"

David Uppal, President

By: /s/ "Chand Jagpal"

Chand Jagpal, Chief Financial Officer

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