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AMERICAN MINERAL GROUP, INC. - 10-K/A - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

August 28, 2014

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, 2012, Sungro had total current assets of $3,970 and total current liabilities of $1,527,061 for a net working capital deficit of $1,523,091. 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 Sungro's common stock. If Sungro is successful in completing an equity financing, existing shareholders will experience dilution of their interest in Sungro. Sungro does not have any financing arranged and Sungro cannot provide investors with any assurance that Sungro will be able to raise sufficient funding from the sale of its common stock. In the absence of such financing, Sungro's business will fail.

Based on the nature of Sungro'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. Sungro'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:

Sungro's ability to reaise additional funding; Sungro's ability to identify and successfully negotiate the acquistion of potential properties or assets; and If such opportunities or businesses acquired will be profitablde.



Due to Sungro's lack of operating history and present inability to generate revenues, Sungro'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 Sungro's ability to continue as a going concern. This means that there is substantial doubt whether Sungro can continue as an ongoing business for the next 12 months unless we obtain additional capital to pay our bills.

Liquidity

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

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

Between December 2010 and November 2011, the Company borrowed $177,309 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, 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

In September 2011, the Company completed the private placement of $10,000 of restricted common stock to a non-affiliated accredited investor at a price of $0.01 per share.

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The Company raised $352,500 from the sale of nine month convertible debentures to an unaffiliated, accredited investor. The debenture is convertible at sixty percent (60%) of the lowest three closing bid prices during the ten (10) trading days immediately prior to the date of conversion.

The Company repaid $66,280 in demand notes to a non-affiliated investor.

The Company repaid $4,985 in demand notes to its CFO who also assigned $52,969 in demand notes to an unaffiliated accredited investor.

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

Capital Resources

As of November 30, 2011, Sungro had total assets of $4,316, total liabilities of $1,461,384 and a working capital deficit of $1,457,068, compared with a net working capital deficit of $941,310 as of November 30, 2010. The assets are comprised of cash of $399, and prepaid expenses of $3,917. The liabilities consisted mainly of accounting, audit and legal fees, convertible debentures, demand notes, officer loans, and accrued expenses.

Sungro'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 Sungro's expenses and payments to preserve cash until Sungro 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, 2012 and from inception on August 10, 2007 to November 30, 2012. 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 $5,154,853 during the fiscal year ended November 30, 2011, and total expenses in the amount of $7,896,734 during the fiscal year ended November 30, 2010.

Years Ended November 30, Expense Item 2012 2011 Mineral Property Maintenance $ - $ 125,492 Royalty Payments (250,000) 250,000 Payroll and bonuses 95,123 486,300 Consulting 422,052 1,030,080 Accounting 43,500 39,000 Legal 3,947 27,723 Amortization of debt discount 268,413 400,625 Interest expense 115,855 101,905 Loss on mineral rights - 2,837,550 Other (232,993) (143,822) Total $ 465,897$ 5,154,853



Off-Balance Sheet Arrangements

Sungro 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

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

In January 2013, the Company issued 163,333,333 common shares in connection with the conversion of $6,825 of convertible debentures and interest. The shares were issued at an average price of $0.00004 per share.

On March 22, 2013, the Company filed a name change to become American Mineral Group, Inc.

On March 28, 2012, the Company filed a Form 15-12G with the SEC to suspend its required reporting under the Securities Act of 1933

On April 24, 2013, the Company executed a 1:125 reverse stock split of its shares.

On April 30, 2013, the Company filed an amendment on Form 15-12G/A to reverse its decision to suspend its reporting responsibilities and resume its reporting obligations under the Securities Act of 1933.

8 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 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."

In December 2011, the Company defaulted on payments due under its Mineral Agreement dated August 31, 2009 and subsequently chose not to cure the default after being advised by the Bureau of Land Management that certain claims required more extensive environmental impact studies than the Company had been told were necessary. The following information related to the property is provided in connection with our prior year (2011) financial information.

Location / Access:

The Project is located in the southern Inyo Mountains, approximately 4 air miles east of Keeler, California. The Project lies within un-surveyed sections 28-34. T.16S., R.39E., and sections 2-5, 8-11, 15 and 16, T.17S., R.39E. , Mount Diablo Base Meridian. The distance to the property from Lone Pine, California, which is the nearest town with lodging and services, is 47 road miles.

Access to the Conglomerate Mesa area can be accomplished by two-wheel drive vehicle via the Santa Rosa Flat road, a poorly improved jeep trail which traverses the main wash through Santa Rosa Flat. The Santa Rosa Flat road is accessed via the paved Santa Rosa mine road. Santa Rosa mine road is accessed from State Highway 190 in the Talc City area, approximately 28 miles from Lone Pine. No access roads currently transverse the Conglomerate Mesa area as roads were reclaimed by BHP when they abandoned the project. Western portions of the project are accessed via the Cerro Gordo mine road from Keeler, California and via an unnamed road leaving Highway 136 approximately 1 mile south of Keeler. The access roads to the western portions of the project can only be traveled by four- wheel drive vehicles.

Title / Conditions:

Sungro Minerals (the "Company") held the Conglomerate Mesa gold-silver-polymetallic property (the "Property") through a lease agreement with underlying claim owners. The property consists of 331 unpatented lode claims covering approximately 6,800 acres (2,750 hectares). Land and mineral rights in the Conglomerate Mesa project area are administered by the U.S. Department of Interior, Bureau of Land Management under the Federal Land policy and Management Act of 1976.

A Mineral Agreement was completed on August 31, 2009 between Sungro Minerals Inc. and Steven Van Ert and Noel Cousins, the underlying claim owners (Owners). Through the agreement the Property is conditionally transferred to Sungro. The Company becomes vested in the Property upon completion of a positive feasibility study along with other financial obligations.

The Company defaulted on its last annual payment in September 2011 and subsequently was advised that the Owners defaulted the Company and terminated the Agreement.

Sungro had mineral rights to the property for lode mining.

Geological Description / Mineralization:

Conglomerate Mesa hosts multiple large-scale hydrothermal gold-silver systems that are similar in style, geology, and geochemistry to the highly productive Carlin-type systems of northern Nevada. Sungro Minerals also controls a small number of unpatented lode claims that cover a portion of the historic Santa Rosa zinc-lead-copper-silver-gold skarn that was explored by Anaconda Minerals Company and is considered to have the potential to host a world-class deposit

Narrow WNW-trending, vertical to near-vertical, porphyritic dioritic dikes and sills occur within the Conglomerate Mesa area.

Although the dioritic dikes are the only intrusive rocks exposed in the Conglomerate Mesa area, it is inferred from occurrences elsewhere in the southern Inyo Range that other phases of intrusive rocks related to the Sierra-Nevada batholith occur at depth. The Pb-Ag-Zn replacement deposits of the Santa Rosa mine occur in the calc-silicate altered Owens Valley Group sediments, indicating the presence of a shallow buried intrusive body.

Adjacent to the southern edges of the property are gently ESE-dipping basaltic flows that form Malpais Mesa. Typically, a thin sequence of bedded basaltic pyroclastic deposits underlies the thicker lava flows. These volcanic rocks were deposited on an erosional surface cut on Lower Permian rocks. Locally thin conglomeratic/breccia deposits derived from Permian lithologies occur at the base of the volcanic section.

The following general fault types occur in the project area: 1) moderate to steeply west-dipping reverse faults of the Conglomerate Mesa fault system; 2) moderately west-dipping cleavage parallel normal faults; 3) northeast-trending high-angle faults; and 4) Late Tertiary or Quaternary high-angle normal faults.

Several deposit types were the focus of previous exploration work conducted within the Conglomerate Mesa area. The primary targets identified by Newmont, BHP, and Asamera are Carlin-type sediment hosted gold deposits. The term Carlin-type was first used to describe a class of sediment-hosted gold deposits in central Nevada following the discovery of the Carlin mine in 1961.

Carlin-type mineralization consists of disseminated gold in decalcified and variably silicified silty limestone and limy siltstone, and is characterized by elevated As, Sb, Hg, and Tl, Au/Ag ratio > 1, and very low base metal values.

Ore stage mineralization consists of gold in the lattice of arsenical pyrite rims on pre-mineral pyrite cores and of disseminated sooty auriferous pyrite and is commonly overprinted by late ore-stage realgar, orpiment and stibnite in fractures, veinlets and cavities.

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At a regional scale, they occur within north-trending bands of favorable Paleozoic slope-facies carbonate turbidites and debris flows within the North-American continental passive margin. These slope-facies carbonate rocks form the lower plate to Paleozoic deep water siliciclastic rocks that have been repeatedly over thrust from the west during late Paleozoic through Cretaceous orogenic events, resulting in the development of low-angle structures and open-folds. Carlin-type deposits and the districts in which they cluster are distributed along well-defined, narrow trends that are now understood to represent deep crustal breaks extending into the upper mantle. Carlin-type systems commonly contain multi-million ounce gold deposits as seen in Northern Nevada.

Gold mineralization at Conglomerate Mesa has been shown through rock chip sampling and drilling to be controlled by both mineralized structures and favorable stratigraphy. Asamera drilled several areas in the western portion of the property which contained significant gold intercepts. Newmont drilled significant gold mineralization in the Resource area and this was followed by a BHP discovery in the Dragonfly area. All areas exhibit holes with significant gold mineralization which is controlled by both structural and stratigraphic components. Surface geochemistry completed by Newmont, Asamera and BHP show a strong Au-As-Hg-Sb correlation in rock and soil samples.

Replacement deposits consist of massive lenses and/or pipes known as mantos or replacement ore bodies, and veins of lead, zinc, copper, and iron sulfide minerals commonly rich in silver and/or gold. They are hosted by, and replace, limestone, dolomite, or other sedimentary units. Most massive ore from these deposits contains more than 50% sulphide minerals. Sediment hosted ores are commonly intimately associated with igneous intrusions from which the metal bearing fluids are derived. Some polymetallic replacement deposits are associated with skarn deposits in which carbonate rocks are replaced by calc-silicate +/- iron oxide mineral assemblages. Most polymetallic vein and replacement deposits are zoned such that gold-copper ore is proximal to intrusions, whereas lead-zinc-silver ore is laterally and vertically distal to the intrusions. The Santa Rosa and Cerro Gordo deposits are examples of this type of deposit.

Portions of Santa Rosa are controlled by Sungro though the surrounding wilderness area presents an obstacle to being able to explore and exploit this very significant mineralized system. Often times these types of deposits are found in proximity to porphyry copper deposits. Porphyry copper deposits are large mineralized systems or deposits which are associated with porphyritic intrusive rocks and the fluids that accompany them during the transition and cooling from magma to rock. Circulating surface water or underground fluids may interact with the plutonic fluids. Successive envelopes of hydrothermal alteration typically enclose a core of ore minerals disseminated in often stock work-forming hairline fractures and veins. Porphyry ore bodies typically contain between 0.4 and 1 % copper with smaller amounts of other metals such as molybdenum and gold. Work completed by Asamera identified a large area of anomalous copper in the western portion of the project area. This area is postulated to be analogous to a shallow erosion level of a syenite-diorite porphyry copper system as found in the northern Cascade and Canadian Cordillera provinces.

Background / Work Completed to date / Current Condition

The Company is in a unique situation in that their land position covers the entire district that was originally discovered by Mobil's metal exploration group and Newmont Exploration Ltd. and subsequently explored by Asamera and BHP Billiton. Gold-silver mineralization is known to occur within a zone that is over 8 kilometers long and 4 kilometers wide. Work by previous companies was successful in defining 12 gold targets, most of which have drill holes containing significant gold intervals. In addition to the gold targets, geochemical results from rock chip, stream sediment, and soil samples collected by Asamera have identified a target described as a shallow erosion expression of a porphyry copper deposit similar to those found in the Cascade and Canadian Cordillera provinces.

Sungro Minerals also controls a small number of unpatented lode claims that cover a portion of the historic Santa Rosa zinc-lead-copper-silver-gold skarn that was explored by Anaconda Minerals Company and is considered to have significant potential. The Sungro claims cover only a small exclusion within the Malpais Mesa Wilderness area that was "cherry stemmed" into the wilderness area for a block of patented claims around the historic Santa Rosa mine. The patented claims were re-conveyed to the Federal Government and placed in the public domain and later covered by unpatented lode claims.

Mobil's metal exploration group first conducted exploration activities in the western portions of the Conglomerate Mesa area in 1984. They completed an extensive rock chip, soil, and stream sediment sampling program and identified important host rocks and northwest trending reverse and normal faults which allowed hydrothermal fluids to infiltrate the favorable lithologies and create zones of silicification, brecciation, and argillization. Their work identified numerous areas of anomalous gold and silver mineralization and numerous drill targets.

Newmont Exploration Ltd. discovered surface gold mineralization south of Conglomerate Mesa and east of the Asamera discoveries in 1989 while the area was within the Cerro Gordo Wilderness Study Area (WSA). Newmont later drilled 22 holes that established estimates of gold at depth within the area. Newmont dropped their claims in 1993 while the WSA was still in effect. In 1994, the BLM dropped the WSA designation and much of the Conglomerate Mesa area reverted to multiple use status. BHP Minerals leased and staked unpatented lode claims in the area in 1995 and conducted geologic mapping, and rock chip, soil, and stream sediment sampling in 1996. Their work lead to the recognition of a much larger hydrothermal and mineralized system then had been identified by Newmont. Eight targets were identified at Conglomerate Mesa by BHP. These areas exhibited extraordinarily good surface rock chip geochemistry.

In 1997, BHP drilled a total of ten widely spaced holes in three of the newly discovered target areas and the Newmont resource area for a total of 8,060 feet. Significant gold mineralization was encountered in all of the holes.

BHP subsequently dropped the property prior to drill testing all of their target areas as they made a corporate decision to terminate all gold exploration programs.

Timberline Resources acquired the property in 2006 and completed mapping and sampling to better define drill targets. Timberline submitted a Notice of Intent (NOI) to the BLM Ridgecrest Field Office to open the reclaimed roads (which were constructed by BHP) and complete a hole drill program. The NOI was opposed by environmental groups and Timberline decided to end its interest in the project when the underlying claim owners would not postpone payments pending approval of the NOI.

Currently, the property which was returned to its pre-exploration state remains in this "reclaimed" state with no current activity taking place on the claims.

Plant / Equipment / Improvements

Currently, there are physical improvements, equipment, or roadways either on the surface or subsurface of any of the claims.

As described in the previous section above, the property has been explored by a number of mining and exploration companies. There are no exploration activities currently underway.

To date, the Company has spent approximately $4.2 million to acquire the claims and maintain the leases on the property. The Company expects to make annual expenditures of approximately $400,000 until such time as new exploration activities begin at which time the annual expenditures should be approximately $5.0 million.

The property has no power or water within its bounds; however, both are available at the foot of the mountain which can be extended to the location when required.

Known Reserves

The property has no reserves as defined in accordance with Industry Guideline 7.

Based on prior explorations, the Company believes there to be significant mineralization and intends to undertake an exploration program to prove the reserves and take the properties to "feasibility" and ultimately, production.

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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.


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