UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2010
	FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2011
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53435

ASPA GOLD CORP.

(Formerly, Renaissance BioEnergy Inc.)

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

36101 Bob Hope Dr., Suite E5-238

Rancho Mirage, California 92270

(Address of principal executive offices, including zip code.)

760-660-4804

(telephone number, including area code)

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

YES [ X ] NO [ ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 199,138,370 shares of common stock as of ~~January~~May 2010, 2011.

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
		Page
ITEM 1	FINANCIAL STATEMENTS	3
	Balance Sheets as of November 30, 2010 (unaudited) and May 31, 2010	3
	Balance Sheets as of February 28, 2011 (unaudited) and May 31, 2010	3
	Unaudited Statements of Operations for the three and six month periods ended November 30, 2010 and November 30, 2009 and the period from November 18, 2010 (inception) to November 30, 2010	4
	Unaudited Statements of Operations for the three and nine month periods ended February 28, 2011 and February 28, 2010 and the period from November 18, 2010 (inception) to February 28, 2011	4
	Unaudited Statements of Cash Flows for the six month periods ended November 30, 2010 and November 30, 2009 and the period from November 18, 2010 (inception) to November 30, 2010	5
	Unaudited Statements of Cash Flows for the nine month periods ended February 28, 2011 and February 28, 2010 and the period from November 18, 2010 (inception) to February 28, 2011	6
	Condensed Notes to Interim Financial Statements	68
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1319
ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	1622
ITEM 4	Controls and Procedures	1622
PART II	OTHER INFORMATION	1623
ITEM 1A	Risk Factors	1623
ITEM 6	Exhibits	1723
INDEX TO EXHIBITS		1723
SIGNATURES		1824

ITEM 1. FINANCIAL STATEMENTS

ASPA Gold Corp. fka Renaissance BioEnergy Inc. An Exploration Stage Enterprise) BALANCE SHEETS
		November 30, 2010 (unaudited)	May 31, 2010
		February 28, 2011 (unaudited)			May 31, 2010
ASSETS
CURRENT ASSETS
Cash		$ 1,227	$ 19,408
Cash (bank overdraft)		$	(116	)	$	19,408
Deferred expenses, principally deferred compensation		~~60,132~~	3337,~~466~~500			33,466
Total Current Assets		6137,~~359~~384	~~52,874~~			52,874
OTHER ASSETS
Deferred compensation		~~50,000~~	-50,000			-
Total Other Assets		~~50,000~~	-50,000			-
TOTAL ASSETS		$ ~~111,359~~	~~$ 52~~87,~~874~~384		$	52,874
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable		$ ~~21,772~~	~~$ 29~~37,~~352~~265		$	29,352
Accrued interest payable		5,189	3,142
Mining work expenditures and royalties payable			75,000			-
Accrued officers and directors compensation		-	120,871
Accrued interest payable		6,251				3,142
Advance from officer/director		11,500	-
Accrued officers and directors compensation			-			120,871
Line of credit, related party		2,000	-
Advance from officer/director			13,000			-
Note payable, including $92,945 to officers, net		131,146	95,240
Line of credit, related party			5,000			-
Total Current Liabilities		171,607	248,605
Notes payable, net			136,600			95,240
COMMITMENTS AND CONTINGENCIES		-	-
Total Current Liabilities		273,116				248,605
STOCKHOLDERS' EQUITY (DEFICIT)
COMMITMENTS AND CONTINGENCIES			-			-
Preferred stock, $0.00001 par value; 100,000,000 shares authorized,
STOCKHOLDERS' EQUITY (DEFICIT)
no shares issued and outstanding		-	-
Preferred stock, $0.00001 par value; 100,000,000 shares authorized,
Common stock, $0.00001 par value; 3,000,000,000 shares authorized,
no shares issued and outstanding			-			-
283,948,988 and 258,948,888 shares issued and outstanding, respectively		2,840	2,590
Common stock, $0.00001 par value; 3,000,000,000 shares authorized,
Common stock to be issued		1,035,878	-
199,138,370 and 258,948,888 shares issued and outstanding, respectively			1,991			2,590
Additional paid in capital		532,781	283,032
Common stock to be issued			102,000			-
Deficit accumulated prior to exploration stage		(723,240)	(481,353)
Additional paid in capital			1,711,508			283,032
Deficit accumulated during the exploration stage		(908,507)	-
Deficit accumulated prior to exploration stage			(723,240	)		(481,353	)
	Total Stockholders' Equity (Deficit)	(60,248)	(195,731)
Deficit accumulated during the exploration stage		(1,277,991)				-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$ 111,359	$ 52,874
Total Stockholders' Equity (Deficit)		(185,732)				(195,731	)
See accompanying condensed notes to the interim financial statements.
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	87,384		$	52,874
See accompanying condensed notes to the interim financial statements.

ASPA Gold Corp. fka Renaissance BioEnergy Inc. (An Exploration Stage Enterprise) STATEMENTS OF OPERATIONS (unaudited)
ASPA Gold Corp. fka Renaissance BioEnergy, Inc. (An Exploration Stage Enterprise) STATEMENTS OF OPERATIONS (unaudited)
						November 18, 2010
		Three Months Ended							Nine Months Ended						November 18, 2010 (Inception) to
	Three Months Ended			Six Months Ended		(Inception) to
		February 28,							February 28,						February 28,
	November 30,			November 30,		November 30,
		2011				2010			2011			2010			2011
	2010		2009	2010	2009	2010
		$	-			$	-		$	-		$	-		$	-
REVENUES	~~$ -~~		~~$ -~~	~~$ -~~	~~$ -~~	~~$ -~~
OPERATING EXPENSES
OPERATING EXPENSES Royalties and work expenditure commitment			75,000							75,000						75,000
Impairment of mineral property costs	~~1,181,000~~		-244,000	~~1,181,000~~	-	~~1,181,000~~	-			1,425,000			-			1,425,000
Compensation expense	~~2,000~~		-12,500	~~2,000~~		~~2,000~~	-			14,500						14,500
Total Operating Expenses	1,183,000		-	1,183,000	-	1,183,000
General and administrative expense			37,671			-				37,671		-			37,671
OTHER INCOME (EXPENSE)
Total Operating Expenses			369,171							1,552,171						1,552,171
Interest expense	(2,878)		-	(2,878)		(2,878)
OTHER INCOME (EXPENSE)
Cancellation of accrued officers' salaries	277,371		-	277,371		277,371
Interest expense			(313	)			-			(3,191	)					(3,191	)
Total Other Income (Expense)	274,493		-	274,493		274,493
Cancellation of accrued officers' salaries			-				-			277,371						277,371
LOSS FROM CONTINUING OPERATIONS
Total Other Income (Expense)		(313)					-		274,180						274,180
BEFORE TAXES	(908,507)		-	(908,507)	-	(908,507)
LOSS FROM CONTINUING OPERATIONS
INCOME TAXES	-		-	-	-	-
BEFORE TAXES			(369,484	)			-			(1,277,991	)		-			(1,277,991	)
LOSS FROM CONTINUING OPERATIONS	(908,507)		-	(908,507)	-	(908,507)
INCOME TAXES			-				-			-			-			-
DISCONTINUED OPERATIONS:
LOSS FROM CONTINUING OPERATIONS			(369,484	)			-			(1,277,991	)		-			(1,277,991	)
Loss from operation of discontinued activities
DISCONTINUED OPERATIONS:
from the period from April 27, 2005 (inception)
Loss from operation of discontinued activities
to November 18, 2010	(113,042)		(4,791)	(241,887)	(24,008)	-
from the period from April 27, 2005 (inception)
NET LOSS	$ (1,021,549)		$ (4,791)	$ (1,150,394)	$ (24,008)	$ (908,507)
to November 18, 2010			-				(139,505	)		(241,887	)		(163,513	)		-
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$ nil		$ nil	$ nil	$ nil
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES
OUTSTANDING, BASIC AND DILUTED	268,379,052		389,948,988	264,041,223	389,948,988
.
See accompanying condensed notes to the interim financial statements

ASPA Gold Corp.
NET LOSS	$	(369,484	)		$	(139,505	)	$	(1,519,878	)	$	(163,513	)	$	(1,277,991	)
fka Renaissance BioEnergy Inc.
NET LOSS PER COMMON SHARE,
(An Exploration Stage Enterprise)
BASIC AND DILUTED	$	nil			$	nil		$	nil		$	nil
STATEMENTS OF CASH FLOWS
WEIGHTED AVERAGE NUMBER OF
(unaudited)
COMMON STOCK SHARES
				Six Months	Six Months	November 18, 2010
OUTSTANDING, BASIC AND DILUTED		199,138,370				275,718,222			336,913,275			326,345,449
				Ended	Ended	(Inception) to
				November 30,	November 30,	November 30,
				2010	2009	2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss				$ (908,507)	$ (24,008)	$ (908,507)
Adjustments to reconcile net income (loss) to net cash						-
provided (used) by operating activities:
Impairment of mining claims and leases				1,181,000	-	1,181,000
Interest paid through issuance of common stock				2,878	-	2,878
Common stock issued for compensation				2,000	-	2,000
Decrease in accounts payable				(773)	-	(773)
Decrease in accrued compensation				(277,371)	-	(277,371)
Net cash used by continuing operating activities				(773)	(24,008)	(773)
Net cash provided (used) by discontinued operating activities				(57,908)	4,126	-
Net cash provided (used) by operating activities				(58,681)	(19,882)	(773)
CASH FLOWS FROM INVESTING ACTIVITIES:				-	-	-
Net borrowings on line of credit				2,000	-	2,000
Net cash provided by continuing financing activities				2,000	-	2,000
Net cash provided by discontinued financing				38,500	20,004	-
activities
Net cash provided by financing activities				40,500	20,004	2,000
Change in cash				(18,181)	122	1,227
Cash, beginning of period				19,408	13	-
Cash, end of period				$ 1,227	$ 135	$ 1,227
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid				$ -	$ -	$ -
Income taxes paid				$ -	$ -	$ -
NON-CASH ACTIVITIES
Common stock issued for future compensation				$ 100,000	$ -	$100,000

~~See accompanying condensed notes to the interim financial statements.~~ 5

5See accompanying condensed notes to the interim financial statements ASPA Gold Corp. fka Renaissance BioEnergy Inc. (An Exploration Stage Enterprise) STATEMENTS OF CASH FLOWS (unaudited)

ASPA Gold Corp

	Nine Months			Nine Months			November 18, 2010
	Ended			Ended			(Inception) to
	February 28,			February 28,			February 28,
	2011			2010			2011
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss	$	(1,519,878	)	$	(163,513	)	$	(1,277,991	)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Non cash issuances of common stock		1,427,877			-			1,243,898

Increase in accrued interest		3,109			-			3,109

Common stock issued for compensation		14,500			-			14,500
Non cash debt issuance expenses		49,826			-			49,826
Increase in accrued royalties and minimum mining expenditures		75,000			-			75,000
Decrease in accrued compensation		(120,871	)					(120,871	)
Increase in accounts payable		7,913			-			7,913

Net cash provided (used) by operating activities		(62,524	)	-			(4,616		)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-			-
Net borrowings on line of credit		4,500			-			4,500
Net cash provided by discontinued financing activities		38,500			150,004			-
Net cash provided by financing activities		43,000			150,004			4,500

~~fka Renaissance BioEnergy Inc.~~6

(An Exploration Stage Enterprise)

Change in cash	(19,524)				7,513		(116	)

Cash, beginning of period		19,408			13		-

Cash, end of period (bank overdraft)	$	(116	)	$	7,526	$	(116	)

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	550 -	$	-
Income taxes paid	$	-		$	-	$	-

NON-CASH ACTIVITIES
Common stock to be issued for future compensation	$	102,000		$	-	$	102,000

~~Condensed~~See ~~Notes~~accompanying condensed notes to ~~Unaudited~~the ~~Interim~~interim ~~Financial~~financial ~~Statements~~statements.

~~NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION~~7

ASPA Gold Corp. (the "Company") was incorporated as ESE Corp. on April 27, 2005 under the laws of the State of Nevada. The Company was originally organized to lease, purchase or construct retail locations for the purpose of selling coffee and related products. In December 2009, the Company adopted a different business plan that involved the acquisition of facilities for the purpose of processing selected liquid waste products into ethanol. Effective January 6, 2010, the Company changed its name from ESE Corp. to Renaissance BioEnergy Inc. In November 2010, Renaissance BioEnergy Inc changed its name to ASPA Gold Corp. and its business plan to gold exploration and development.

~~The~~fka ~~Company~~Renaissance ~~is an exploration stage company and is concentrating substantially all of its efforts in acquiring interests in mining claims and leases for the Oatman Gold Project~~BioEnergy, ~~located in Mohave County in the state of Arizona, and implementing its business plan to explore and develop its mining claims~~Inc.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation K as promulgated by the Securities and Exchange Commission (~~“SEC”). Accordingly,~~An ~~these~~Exploration ~~financial~~Stage statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10K for the year ended May 31, 2010, which was filed with the SEC on September 13, 2010. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the six-month period ended November 30, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2011.Enterprise)

~~The~~Condensed ~~preparation~~Notes of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to ~~exist~~Unaudited asInterim ofFinancial the date the financial statements, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.Statements

NOTE 21 -– ~~SUMMARY~~ORGANIZATION OFAND ~~SIGNIFICANT~~BASIS ~~ACCOUNTING~~OF ~~POLICIES~~PRESENTATION

~~This~~ASPA ~~summary~~Gold ofCorp. ~~significant~~(the ~~accounting~~"Company") ~~policies~~was ofincorporated ~~ASPA~~as ~~Gold~~ESE Corp. ison ~~presented~~April to27, ~~assist~~2005 inunder ~~understanding~~the laws of the ~~Company’s~~State ~~financial~~of ~~statements~~Nevada. The ~~financial~~Company ~~statements~~was ~~and~~originally ~~notes~~organized ~~are~~to ~~representations~~lease, purchase or construct retail locations for the purpose of selling coffee and related products. In December 2009, the Company’s ~~management,~~adopted ~~which~~a isdifferent ~~responsible~~business plan that involved the acquisition of facilities for ~~their~~the ~~integrity~~purpose ~~and~~of ~~objectivity. These~~processing ~~accounting~~selected ~~policies~~liquid ~~conform~~waste toproducts ~~accounting~~into ~~principles~~ethanol. Effective ~~generally~~January ~~accepted~~6, in2010, the ~~United~~Company ~~States~~changed ofits ~~America~~name from ESE Corp. to Renaissance BioEnergy Inc. In November 2010, ~~and~~Renaissance ~~have~~BioEnergy ~~been~~Inc ~~consistently~~changed ~~applied~~its inname ~~the~~to ~~preparation~~ASPA ofGold ~~the~~Corp. ~~financial~~and ~~statements~~its business plan to gold exploration and development.

~~Accounting~~The ~~Method~~Company is an exploration stage company and is concentrating substantially all of its efforts in acquiring interests in mining claims and leases for the Oatman Gold Project, located in Mohave County in the state of Arizona, and implementing its business plan to explore and develop its mining claims.

The ~~Company’s~~foregoing unaudited interim financial statements ~~are~~have been prepared ~~using~~in ~~the~~accordance ~~accrual~~with ~~basis~~generally ofaccepted accounting inprinciples ~~accordance~~for interim financial information and with ~~accounting~~the ~~principles~~instructions to Form 10-Q and Regulation K as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10K for the year ended May 31, 2010, which was filed with the SEC on September 13, 2010. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the nine-month period ended February 28, 2011 are not necessarily indicative of the results that may be expected for the year ending May 31, 2011.

6The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.

~~Cash~~NOTE ~~and~~2 ~~Cash~~- ~~Equivalents~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~For~~This ~~purposes~~summary of ~~its~~significant ~~statement~~accounting policies of ~~cash~~ASPA ~~flows,~~Gold Corp. is presented to assist in understanding the Company’s ~~considers~~financial ~~all~~statements. The ~~short-term~~financial ~~debt~~statements ~~securities~~and ~~purchased~~notes ~~with~~are ~~maturity~~representations of ~~three~~the ~~months~~Company’s ormanagement, ~~less~~which is responsible for their integrity and objectivity. These accounting policies conform to beaccounting ~~cash~~principles ~~equivalents~~generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

~~Derivative Instruments~~8

~~ASC 815-24 (formerly SFAS No. 133), “~~Accounting ~~for Derivative Instruments and Hedging Activities”, requires all derivatives to be recorded as either assets or liabilities and measured at fair value.~~Method

IfThe ~~certain~~Company’s ~~conditions~~financial statements are ~~met,~~prepared ausing ~~derivative may be specifically designated as a hedge,~~ the ~~objective~~accrual ofbasis ~~which is to match the timing~~ of ~~gain~~accounting orin ~~loss~~accordance ~~recognition on the hedging derivative~~ with ~~the~~accounting ~~recognition~~principles ofgenerally ~~(i)~~accepted ~~the changes~~ in the ~~fair~~United ~~value~~States of ~~the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction~~America. ~~For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.~~

AtCash ~~November 30, 2010~~ and ~~2009,~~Cash ~~the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.~~Equivalents

~~Development~~For ~~and~~purposes ~~Exploration~~of ~~Stage~~its ~~Activities~~statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

~~The~~Derivative Company has been in various development stages from its formation through November 18, 2010. It was formerly engaged in establishing retail locations for the purpose of selling coffee and related products at drive-through establishments in North Carolina. No locations were ever completed and no revenue from retail locations was realized. Subsequently, the Company sought to raise capital for the purpose of acquiring or constructing a facility to process liquid waste into ethanol. The plant was not acquired and the required funds to construct a plant could not be raised.Instruments

~~Beginning~~ASC ~~November~~815-24 ~~18,~~(formerly ~~2010,~~SFAS ~~the~~No. ~~Company entered an exploration stage when the Company decided to change its focus of operations and acquired interests in certain mining claims~~133), as“Accounting ~~well~~for asDerivative aInstruments ~~mining~~ and ~~mineral~~Hedging ~~lease of certain patented mining claims~~Activities”, requires ~~which~~all ~~are~~derivatives ~~referred~~ to asbe ~~“the~~recorded ~~Oatman~~as ~~Gold~~either ~~Project”~~assets ~~located~~or inliabilities ~~Mohave County, Arizona. The Company intends to develop the claims~~ and ~~will~~measured ~~seek~~at tofair ~~extract precious metals, should they exist, based upon future exploration activities~~value.

~~Fair~~If ~~Value~~certain conditions are met, a derivative may be specifically designated as a hedge, the objective of ~~Financial~~which ~~Instruments~~is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

~~The~~At ~~Company's~~February ~~financial instruments as defined by Statement of Financial Accounting Standards Board ("FASB") ASC 825-10-50~~28, ~~include~~2011 ~~cash,~~and ~~receivables~~2010, ~~accounts~~the ~~payable~~Company ~~and~~has ~~accrued~~not ~~expenses. All~~engaged ~~instruments~~in ~~are~~any ~~accounted~~transactions ~~for~~that onwould abe ~~historical~~considered ~~cost~~derivative ~~basis, which, due to the short maturity of these financial~~ instruments, ~~approximates~~or ~~fair~~hedging ~~value at November 30, 2010~~activities.

~~FASB~~Development ~~ASC 820, defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles~~ and ~~expands~~Exploration ~~disclosures~~Stage ~~about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:~~Activities

~~Level~~The ~~1. Observable~~Company ~~inputs~~has ~~such~~been asin ~~quoted~~various ~~prices~~development stages from its formation through November 18, 2010. It was formerly engaged in ~~active~~establishing ~~markets~~retail locations for ~~identical~~the ~~assets~~purpose orof ~~liabilities~~selling ~~that~~coffee ~~are~~and ~~accessible~~related products at ~~the~~drive-through ~~measurement~~establishments ~~date~~in North Carolina. No ~~The~~locations ~~Company~~were ~~has~~ever completed and no ~~Level~~revenue 1from ~~assets~~retail locations was realized. Subsequently, the Company sought to raise capital for the purpose of acquiring or ~~liabilities;~~constructing a facility to process liquid waste into ethanol. The plant was not acquired and the required funds to construct a plant could not be raised.

~~Level~~Beginning 2.November ~~Inputs~~18, ~~from~~2010, ~~other~~the ~~than~~Company ~~quoted~~entered ~~prices~~an exploration stage when the Company decided to change its focus of operations and acquired interests in ~~active~~certain ~~markets~~mining claims, ~~that~~as well as a mining and mineral lease of certain patented mining claims, which are ~~observable~~referred ~~either~~to ~~directly~~as or“the ~~indirectly.~~Oatman Gold Project” located in Mohave County, Arizona. The Company ~~has~~intends noto ~~Level~~develop 2the ~~assets~~claims orand ~~liabilities;~~will ~~and~~seek to extract precious metals, should they exist, based upon future exploration activities.

7Fair Value of Financial Instruments

Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company’s Level 3 assets consist of securities in privately held companies. The Company has no Level 3 liabilities.9

The Company's ~~does~~financial ~~not~~instruments ~~have~~as ~~any~~defined ~~assets~~by orStatement ~~liabilities~~of ~~measured~~Financial atAccounting ~~fair~~Standards ~~value~~Board on("FASB") aASC ~~recurring~~825-10-50, ~~basis~~include atcash, ~~November 30~~receivables, ~~2010. The~~accounts ~~Company~~payable ~~did~~and ~~not~~accrued ~~have~~expenses. All ~~any~~instruments ~~fair~~are ~~value~~accounted ~~adjustments~~ for ~~assets~~on ~~and~~a ~~liabilities~~historical ~~measured~~cost atbasis, ~~fair~~which, ~~value~~due onto athe ~~nonrecurring~~short ~~basis~~maturity ~~during~~of ~~the~~these ~~period~~financial ~~ended~~instruments, ~~November~~approximates 30fair value at February 28, ~~2010~~2011.

~~Income~~FASB ~~Taxes~~ASC 820, defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

~~Income~~Level ~~taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes-Recognition~~1. ~~Under~~Observable ~~this~~inputs ~~approach,~~such ~~deferred~~as ~~income~~quoted ~~taxes~~prices ~~are recorded to reflect the tax consequences~~ in ~~future~~active ~~years~~markets offor ~~differences~~identical ~~between the tax basis of~~ assets ~~and~~or liabilities ~~and~~that ~~their~~are ~~financial~~accessible ~~reporting amounts~~ at ~~each~~the ~~year-end~~measurement date. A ~~valuation~~The ~~allowance is recorded against deferred tax assets if management does not believe the~~ Company has ~~met~~no ~~the~~Level ~~“more~~1 ~~likely~~assets ~~than~~or ~~not”~~liabilities; ~~standard imposed by ASC 740-10-25-5 to allow recognition of such an asset.~~and

AtLevel ~~November~~2. ~~30,~~Inputs ~~2010 and May 31, 2010, the Company had net deferred tax assets calculated at an expected rate of 34% of approximately $554,000 and $163,600, respectively, principally arising~~ from ~~net~~other ~~operating~~than ~~loss~~quoted ~~carryforwards~~prices ~~for~~in ~~income~~active ~~tax~~markets ~~purposes. As management of the Company cannot determine~~ that itare isobservable ~~more~~either ~~likely~~directly ~~than~~or ~~not~~indirectly. ~~that~~The ~~the~~ Company ~~will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset~~ has ~~been~~no ~~established~~Level at2 ~~November~~assets ~~30,~~or ~~2010~~liabilities; and ~~May 31, 2010. The significant components of the deferred tax asset at November 30, 2010 and May 31, 2010 were as follows:~~

	November 30, 2010	May 31, 2010
Net operating loss carry forward	$__1,631,000	$ 481,353_
Deferred tax asset	$_554,000	$ 163,600_
Deferred tax asset valuation allowance	$(554,000)	$ (163,600)

AtThe ~~November~~Company ~~30,~~does ~~2010~~not ~~and~~have ~~May~~any ~~31,~~assets ~~2010,~~or ~~the~~liabilities ~~Company~~measured ~~has~~at ~~estimated~~fair ~~net~~value ~~operating~~on ~~loss~~a ~~carry-~~recurring ~~forwards~~basis ofat ~~approximately~~February $128,~~631,000~~ ~~and~~2011. The ~~$481,300,~~Company ~~respectively,~~did ~~which~~not ~~expire~~have inany ~~the~~fair ~~years~~value ~~2026-2030. The~~adjustments ~~approximate~~for ~~net~~assets ~~change~~and inliabilities ~~valuation~~measured ~~allowance~~at ~~between~~fair ~~May~~value ~~31,~~on ~~2010~~a ~~and~~nonrecurring ~~November~~basis ~~30,~~during ~~2010~~the isperiod ~~$390~~ended February 28,~~400~~ 2011.

~~The~~Income Company has not yet determined what portion, if any, of the net operating losses available for carryforward, amounting to approximately $158,000 at November 30, 2009 that could be lost due to the December 2009 change in control and the operating losses available for carryforward, amounting to approximately $290,000 at November 30, 2010 that could be lost due to the November 2010 change in control. Taxes

~~Net~~Income ~~Loss~~taxes ~~Per~~are ~~Share~~provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes-Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset.

~~The~~At ~~Company~~February ~~has~~28, ~~adopted~~2011 ~~ASC~~and ~~260~~May 31, ~~Earnings Per Share~~2010, ~~which~~the ~~provides~~Company ~~for~~had ~~calculation~~net ofdeferred ~~"basic"~~tax ~~and~~assets ~~"diluted"~~calculated ~~earnings~~at ~~per~~an ~~share. Basic~~expected ~~earnings~~rate ~~per~~of ~~share~~34% ~~includes~~of noapproximately ~~dilution~~$680,400 and is$163,600, ~~computed~~respectively, byprincipally ~~dividing~~arising from net ~~income~~operating (loss) ~~available~~carry toforwards ~~common~~for ~~shareholders~~income bytax purposes. As management of the ~~weighted~~Company ~~average~~cannot ~~common~~determine ~~shares~~that ~~outstanding~~it ~~for~~is more likely than not that the ~~period. Diluted~~Company ~~earnings~~will ~~per~~realize ~~share~~the ~~reflect~~benefit of the ~~potential~~net ~~dilution~~deferred oftax ~~securities~~asset, ~~that~~a ~~could~~valuation ~~share~~allowance inequal to the ~~earnings~~net ofdeferred antax ~~entity~~asset ~~similar~~has tobeen ~~fully~~established ~~diluted~~at ~~earnings~~February ~~per~~28, ~~share. Basic~~2011 and ~~diluted~~May ~~losses~~31, ~~per~~2010. The ~~share~~significant ~~were~~components of the ~~same,~~deferred attax ~~the~~asset ~~reporting~~at ~~dates~~February 28, as2011 ~~there~~and ~~were~~May no31, ~~common~~2010 ~~stock~~were ~~equivalents~~as ~~outstanding.~~follows:

	February 28, 2011			May 31, 2010

Net operating loss carry forward	$	2,001,231		$	481,353

Deferred tax asset	$	680,400		$	163,600
Deferred tax asset valuation allowance	$	(680,400	)	$	(163,600	)

~~Reclassifications~~10

~~Certain~~At ~~amounts~~February ~~from~~28, ~~prior~~2011 ~~periods~~and ~~have~~May ~~been~~31, ~~reclassified~~2010, tothe ~~conform~~Company tohas ~~the~~estimated ~~current~~net ~~period~~operating ~~presentation~~loss carry- forwards of approximately $2,001,200 and $481,300, respectively, which expire in the years 2026-2030. ~~This~~The ~~reclassification~~approximate ~~has~~net ~~resulted~~change in novaluation ~~changes~~allowance tobetween ~~the~~May ~~Company's~~31, ~~accumulated~~2010 ~~deficit~~and orFebruary ~~net~~28, ~~losses~~2011 ~~presented~~is $1,519,900.

~~Use~~The Company has not yet determined what portion, if any, of ~~Estimates~~the net operating losses available for carry forward, amounting to approximately $158,000 at November 30, 2009 that could be lost due to the December 2009 change in control and the operating losses available for carry forward, amounting to approximately $290,000 at November 30, 2010 that could be lost due to the November 2010 change in control.

~~The~~Net ~~process~~Loss ofPer preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.Share

~~Going~~The ~~Concern~~Company has adopted ASC 260, Earnings Per Share, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted losses per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

As shown in the accompanying financial statements, the Company incurred a net loss for the period ending November 30, 2010, has no revenues, and has an accumulated deficit of approximately $1,631,000 since the inception of the Company. These factors indicate that the Company may be unable to continue in existence. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company has obtained a $1,000,000 unsecured working capital credit line from a related company, North American Gold & Minerals Fund, and will seek additional capital from new equity securities offerings that, if successful, will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. However, there are inherent uncertainties and management cannot provide assurances that it will be successful in its endeavors, as the timing and amount of capital requirements will depend on a number of factors. Furthermore, there are no assurances that funds will be available to the Company from the aforementioned credit line inasmuch as the published financial statements of North American Gold & Minerals Fund do not reflect assets of sufficient quantity to meet the working capital needs of the Company.Reclassifications

~~Mineral~~Certain ~~Properties~~amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Company's accumulated deficit or net losses presented.

~~Under~~Use US GAAP mineral property acquisition costs are ordinarily capitalized when incurred using FASB ASC Topic 805-20-55-37, Whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC Topic 360-36-10-35-20, Accounting for Impairment or Disposal of ~~Long-Lived Assets whenever events or changes in circumstances indicate that the carrying costs may not be recoverable.~~Estimates

The ~~Company~~process ~~also~~of ~~evaluates~~preparing ~~the~~financial ~~carrying~~statements ~~value~~in ofconformity ~~acquired~~with ~~mineral~~accounting ~~property~~principles ~~rights~~generally accepted in ~~accordance~~the ~~with~~United ~~ASC~~States ~~Topic~~of ~~930-360-35-1,~~America ~~Mining~~requires ~~Assets:~~the ~~Impairment~~use of estimates and ~~Business~~assumptions ~~Combinations,~~regarding ~~using~~certain ~~the~~types ~~Value~~of ~~Beyond~~assets, ~~Proven~~liabilities, revenues and ~~Probable~~expenses. Such ~~(VBPP)~~estimates ~~method.~~primarily ~~The~~relate ~~fair~~to ~~value~~unsettled oftransactions aand ~~mining~~events ~~asset~~as ~~generally~~of ~~includes~~the ~~both~~date ~~VBPP~~of ~~and~~the anfinancial ~~estimate~~statements. Accordingly, ofupon ~~the~~settlement, ~~future~~actual ~~market~~results ~~price~~may ofdiffer ~~the~~from ~~minerals~~estimated amounts.

~~When~~Going the Company has capitalized mineral property costs, these properties will be periodically assessed for impairment of value. Once a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method. Additionally the Company expenses as incurred all maintenance and exploration property costs.Concern

~~Since~~As shown in the accompanying financial statements, the Company isincurred a net loss for the period ending February 28, 2011, has no revenues, and has an accumulated deficit of approximately $2,001,200 since the inception of the Company. These factors indicate that the Company may be unable to ~~support~~continue ~~continued~~in ~~capitalization~~existence. The financial statements do not include any adjustments related to the recoverability and classification of ~~acquisition~~recorded ~~costs~~assets, or the amounts and classification of liabilities that might be necessary in the event the Company ~~has~~cannot ~~recognized~~continue ~~impairment~~in ~~charges~~existence. The ofCompany has obtained a $1,~~181~~000,000 ~~for~~unsecured ~~the~~working ~~period~~capital ~~ended~~credit ~~November~~line 30from a related company, ~~2010~~North American Gold & Minerals Fund, and will seek additional capital from new equity securities offerings that, if successful, will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. However, there are inherent uncertainties and management cannot provide assurances that it will be successful in its endeavors, as the timing and amount of capital requirements will depend on a number of factors. Furthermore, there are no assurances that funds will be available to the Company from the aforementioned credit line inasmuch as the published financial statements of North American Gold & Minerals Fund do not reflect assets of sufficient quantity to meet the working capital needs of the Company.

~~NOTE 3-CHANGE OF CONTROL AND BUSINESS~~11

OnMineral December 6, 2009, the two individuals who controlled 30,000,000 pre-split (360,000,000 post-split) shares, representing approximately 92% of the then issued and outstanding shares of the Company's common stock, sold such shares to an unrelated entity. On January 5, 2010, the new principal shareholder retired 25,000,000 pre-split (300,000,000 post-split) shares.Properties

9Under US GAAP mineral property acquisition costs are ordinarily capitalized when incurred using FASB ASC Topic 805-20-55-37, Whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC Topic 360-36-10-35-20, Accounting for Impairment or Disposal of Long-Lived Assets whenever events or changes in circumstances indicate that the carrying costs may not be recoverable.

~~During~~The ~~November 2010, the~~ Company ~~entered~~also ~~into~~evaluates ~~four~~the ~~separate~~carrying ~~transactions,~~value ~~wherein~~of it acquired ~~undivided~~mineral ~~interests~~property inrights ~~mining claims and leases included~~ in ~~the~~accordance ~~Oatman~~with ~~Gold~~ASC ~~Project~~Topic ~~from~~930-360-35-1, aMining ~~number~~Assets: ofImpairment ~~different~~and ~~sellers. As~~Business ~~a result of these four transactions~~Combinations, ausing ~~total of 118,100,000 shares of~~ the ~~Company’s~~Value ~~common~~Beyond ~~stock~~Proven ~~were~~and ~~issued~~Probable to(VBPP) ~~the sellers who, subsequent to November 30, 2010, transferred these shares to North American Gold & Minerals Fund~~method. In ~~connection~~The ~~with~~fair ~~these~~value ~~acquisitions,~~of ~~North~~a ~~American~~mining ~~Gold~~asset &generally ~~Minerals~~includes ~~Fund~~both ~~has~~VBPP ~~entered~~and ~~into~~an ~~restricted~~estimate ~~stock agreements wherein it has agreed that, until November 30, 2012, it would not sell, alienate, pledge, assign, transfer, convey or in any way encumber its shares~~ of the ~~Company’s~~future ~~common~~market ~~stock. From~~price ~~December 1, 2012 until November 30, 2014, North American Gold & Minerals Fund has agreed to limit sales~~ of the ~~Company’s common stock to no more than 2,000,000 shares during any consecutive period of 90 days~~minerals. ~~Our new business plan involves gold exploration, development and mining.~~

~~Following~~When the ~~change~~Company inhas ~~business~~capitalized ~~focus~~mineral property costs, these properties will be periodically assessed for impairment of value. Once a property reaches the ~~Company’s~~production ~~financial~~stage, ~~statements~~the ~~reflect~~related ~~discontinued~~capitalized ~~operations~~costs ~~for~~will be amortized, using the ~~business~~units of production method. Additionally the Company expenses as incurred ~~prior~~all tomaintenance ~~November~~and ~~18,~~exploration ~~2010~~property costs.

~~NOTE~~Since 4the –Company ~~CONVERTIBLE~~is ~~NOTES~~unable ~~PAYABLE~~to support continued capitalization of acquisition costs, the Company has recognized impairment charges of $244,000 for the three month period ended February 28, 2011 and $1,425,000 for the 9 month period ended February 28, 2011.

OnNOTE ~~February~~3-CHANGE 1,OF ~~2010,~~CONTROL weAND borrowed $50,000 from our principal officer/director, which was due and payable January 1, 2012, together with accrued interest of 12% per year. On February 25, 2010, we borrowed an additional $15,000 from our principal officer/director, which was due April 25, 2010, together with accrued interest of 30% per year. At the option of the Company, both notes were convertible into common stock at $0.02 per share, in whole or in part. During April and May, 2010, the officer/director advanced an additional $10,000 to the Company for working capital for a total indebtedness amounting to $75,000. On May 25, 2010, we exchanged the aforementioned indebtedness for a note payable to the officer/director in the amount of $88,635. The principal balance of the new note is comprised of the sum of the aforementioned notes and cash advances ($75,000), original issue discount ($7,500) and, unspecified loan fees and costs incurred by the lender ($6,135).BUSINESS

On ~~May~~December 256, ~~2010~~2009, wethe ~~issued~~two aindividuals ~~note~~who tocontrolled ~~another officer in exchange for cash of $10~~30,000~~. On~~,000 ~~May~~pre-split 26(360, ~~2010~~000,000 wepost-split) ~~issued~~shares, arepresenting ~~note~~approximately to92% anof ~~unrelated~~the ~~individual~~then inissued ~~exchange~~and ~~for~~outstanding ~~additional~~shares ~~cash~~ of ~~$10,000,~~the ~~and~~Company's oncommon ~~June 1~~stock, ~~2010,~~sold wesuch ~~issued~~shares ~~a note~~ to ~~another~~an unrelated ~~individual in exchange for cash of $25,000~~entity. ~~The~~On ~~principal~~January ~~balances of each of the $10~~5,~~000~~ ~~notes are $11~~2010,~~818,~~ ~~which includes, in addition to~~ the ~~aforementioned~~new ~~cash advances, original issue discount of $1,000 and unspecified loan fees and costs incurred by the lender of $818. The~~ principal ~~balance~~shareholder ofretired ~~the $~~25,000 ~~note is $29~~,~~545,~~000 ~~which~~pre-split ~~includes original issue discount~~ ($2300,~~500) and~~000,000 ~~unspecified loan fees and costs incurred by the lender ($2,045~~post-split) shares.

~~Under~~During ~~their~~November ~~original~~and ~~terms~~December 2010, the ~~above~~Company ~~notes~~entered ~~bear~~into ~~interest~~five atseparate ~~10%~~transactions, ~~per~~wherein ~~annum~~it acquired undivided interests in mining claims and ~~are~~leases ~~due,~~included ~~together~~in ~~with~~the ~~accrued~~Oatman ~~interest,~~Gold onProject ~~May~~from ~~30,~~a ~~2011,~~number ~~unless~~of ~~paid~~different ~~earlier~~sellers. As ata ~~the~~result ~~option~~of these four transactions, a total of 142,500,000 shares of the Company,’s ~~but~~common ~~not~~stock ~~without~~were ~~giving~~issued ~~prior~~to ~~notice~~the sellers who later transferred these shares to ~~the~~North ~~lender. At~~American ~~the~~Gold ~~option~~& ofMinerals ~~the~~Fund. In ~~lender~~connection with these acquisitions, ~~the~~North ~~notes~~American ~~were~~Gold ~~convertible~~& Minerals Fund has entered into ~~common~~restricted stock ofagreements ~~the~~wherein ~~Company~~it has agreed that, atuntil ~~the~~November ~~rate~~30, of2012, ~~$0.02~~it ~~per~~would ~~share~~not sell, inalienate, ~~whole~~pledge, assign, transfer, convey or in ~~part,~~any atway ~~any~~encumber ~~time~~its ~~prior~~shares toof ~~their~~the ~~repayment~~Company’s common stock. A From ~~summary~~December 1, 2012 until November 30, 2014, North American Gold & Minerals Fund has agreed to limit sales of ~~these~~the ~~notes~~Company’s common stock to no more than 2,000,000 ~~less~~shares ~~related~~during ~~discounts~~any ~~are~~consecutive ~~shown~~period ~~below:~~of 90 days. Our new business plan involves gold exploration, development and mining.

		Less: Unamortized OID and Fees
Lender	Face Amount of Note		Net
Officer/director	$ 88,635	$ 6,623	$ 82,012
Officer	11,818	885	10,933
Investor	11,818	890	10,928
Investor	29,545	2,272	27,273
Total	$ 141,816	$ 10,670	$ 131,146

Following the change in business focus, the Company’s financial statements reflect discontinued operations for the business expenses incurred prior to November 18, 2010.

1012

~~Effective~~NOTE ~~November~~4 ~~30,~~– ~~2010,~~CONVERTIBLE ~~the~~NOTES note holders entered into amendments with the Company under which the notes are no longer convertible into common stock at a price of $0.02 per share. Rather, the conversion price will be the same price as the Company may sell common stock in its first capital raise of at least $5,000,000 before the maturity of the notes. In addition, the interest rate of these notes was reduced to 3% effective from the inception of the notes. The two investor note holders holding $41,363 in face amount of the notes, who are not affiliates of the Company, were compensated for amending their notes through the issuance of a total of 689,382 restricted shares of the Company’s common stock, valued at $2,878, which is the value of the interest forgone in the reducing the interest rates of the notes.PAYABLE

On ~~November~~February 301, 2010, ~~four~~we borrowed $50,000 from our former principal officer/director, which was due and payable January 1, 2012, together with accrued interest of 12% per year. On February 25, 2010, we borrowed an additional $15,000 from our former principal officer/director, which was due April 25, 2010, together with accrued interest of 30% per year. At the option of the Company’s, ~~officers~~both notes were convertible into common stock at $0.02 per share, in whole or in part. During April and ~~directors~~May, ~~cancelled~~2010, athe ~~total~~former ofofficer/director advanced an additional $~~277~~10,~~371~~000 ofto ~~accrued~~the ~~compensation~~Company ~~owed~~for working capital for a total indebtedness amounting to ~~them~~$75,000. AsOn May 25, 2010, we exchanged the aforementioned indebtedness for a ~~result~~note payable to the former officer/director in the amount of $88,635. The principal balance of the ~~accrued~~new ~~compensation~~note ~~obligations~~is comprised of the ~~Company~~sum ~~were~~of ~~eliminated~~the aforementioned notes and cash advances ($75,000), original issue discount ($7,500) and, unspecified loan fees and costs incurred by the lender ($6,135).

On ~~November~~May 2925, 2010, ~~the~~we ~~Company~~issued ~~entered~~a ~~into~~note ato ~~2-year~~another ~~employment~~former ~~and~~officer ~~service~~in ~~agreement~~exchange ~~with~~for ~~Ronald~~cash ~~Yadin~~of ~~Lowenthal~~$10,000. On ~~its~~May ~~new~~26, ~~President~~2010, ~~and~~we ~~CEO. Pursuant~~issued a note to ~~this~~an ~~agreement~~unrelated individual in exchange for additional cash of $10,000, ~~Mr.~~and ~~Lowenthal~~on ~~received~~June 1, in2010, ~~lieu~~we ofissued ~~his~~a ~~base~~note ~~compensation~~to another unrelated individual in exchange for cash of $5025,000. The ~~per~~principal ~~year~~balances (of each of the $~~100~~10,000 innotes ~~total)~~are $11,818, ~~300~~which includes,~~000~~ ~~shares~~in ofaddition ~~our~~to ~~restricted~~the ~~common~~aforementioned ~~stock. In~~cash ~~addition~~advances, ~~Mr.~~original ~~Lowenthal~~issue ~~received~~discount ~~200~~of $1,000 ~~shares~~and ofunspecified ~~restricted~~loan ~~common~~fees ~~stock~~and ascosts aincurred ~~"signing bonus", valued~~ by the ~~board~~lender of ~~directors at~~ $~~2,000~~818. The ~~total~~principal ~~amount,~~balance of the $~~102~~25,000, ~~for~~note ~~the~~is ~~500~~$29,~~000~~545, ~~shares~~which ~~issued~~includes ~~will~~original beissue ~~amortized~~discount ~~over~~($2,500) ~~the~~and, ~~2-year~~unspecified ~~period~~loan offees ~~his~~and ~~employment~~costs ~~agreement,~~incurred ~~commencing~~by ~~December~~the 1,lender ~~2010~~($2,045).

~~NOTE~~Under 5their –original ~~CANCELLATION~~terms, OFthe ~~ACCRUED~~above ~~COMPENSATION~~notes ~~AND~~bear interest at 10% per annum and are due, together with accrued interest, on May 30, 2011, unless paid earlier at the option of the Company, but not without giving prior notice to the lender. At the option of the lender, the notes were convertible into common stock of the Company, at the rate of $0.02 per share, in whole or in part, at any time prior to their repayment. A summary of these notes, less related discounts are shown below:

EMPLOYMENT AGREEMENT

Lender	Face Amount of Note		Less: Unamortized OID and Fees		Net
Former Officer/director	$	88,635	$	3,212	$	85,423
Former Officer		11,818		431		11,387
Investor		11,818		436		11,382
Investor		29,545		1,137		28,408
Total	$	141,816	$	5.216	$	136,600

~~NOTE 6– CAPITAL STOCK~~13

~~Preferred~~Effective ~~Stock~~November 30, 2010, the note holders entered into amendments with the Company under which the notes are no longer convertible into common stock at a price of $0.02 per share. Rather, the conversion price will be the same price as the Company may sell common stock in its first capital raise of at least $5,000,000 before the maturity of the notes. In addition, the interest rate of these notes was reduced to 3% effective from the inception of the notes. The two investor note holders holding $41,363 in face amount of the notes, who are not affiliates of the Company, were compensated for amending their notes through the issuance of a total of 689,382 restricted shares of the Company’s common stock, valued at $2,878, which is the value of the interest forgone in the reducing the interest rates of the notes.

WeNOTE ~~are~~5 ~~authorized~~– toCANCELLATION ~~issue~~OF ~~100,000,000~~ACCRUED ~~shares~~COMPENSATION ~~of preferred stock with a par value of $0.00001.~~AND AsEMPLOYMENT ofAND ~~November~~SERVICE ~~30, 2010, we have not issued any preferred stock.~~AGREEMENTS

~~Common~~On ~~Stock~~November 30, 2010, four of the Company’s officers and directors cancelled a total of $277,371 of accrued compensation owed to them. As a result, the accrued compensation obligations of the Company were eliminated.

On ~~December~~November 1429, ~~2009~~2010, wethe ~~amended~~Company ~~our~~entered ~~Articles~~into ofa ~~Incorporation~~2-year employment and ~~increased~~service ~~our~~agreement ~~authorized~~with ~~shares~~Ronald ~~from~~Yadin ~~100~~Lowenthal, its new President and CEO. Pursuant to this agreement, Mr. Lowenthal received, in lieu of his base compensation of $50,000 per year ($100,000 toin ~~250~~total), 300,000 shares of our restricted common stock. In addition, Mr. Lowenthal received 200,000 shares of restricted common stock as a "signing bonus", valued by the board of directors at $02,000.~~00001~~ The ~~par~~total ~~value~~amount, ~~per~~$102,000, ~~share~~for the 500,000 shares issued will be amortized over the 2-year period of his employment agreement, commencing December 1, 2010.

On ~~January~~February 1918, ~~2010~~2011, wethe ~~authorized~~Company aentered 12into ~~for~~Service 1Agreements ~~forward~~with ~~split~~Peter ofJohn ~~our~~Cronshaw ~~common~~and ~~stock~~Nicolaas Edward Blom, which agreements became effective upon their election to the Company’s Board of Directors on March 93, ~~2010~~2011. ~~The~~Pursuant ~~stock~~to ~~split~~these ~~was~~agreements, ~~accomplished~~each byof ~~issuing~~Mr. ~~additional~~Cronshaw ~~shares~~and toMr. ~~existing~~Blom ~~shareholders~~received, ~~and~~in ~~adjusting~~lieu ~~the~~of ~~common~~his ~~stock~~base ~~accounts~~compensation ~~for~~of ~~the~~$35,000 ~~par~~per ~~value~~year of($70,000 ~~the~~in ~~additional~~total per Director), 200,000 shares ~~issued~~of our restricted common stock. ~~Authorized~~ In ~~shares~~addition, each of $0Mr.~~00001~~ ~~par~~Mr. ~~value~~Cronshaw and Mr. Blom received 100,000 shares of restricted common stock ~~increased~~as ~~from~~a ~~250~~"signing bonus",~~000~~ valued by the board of directors at $1,000 toper 3Director. The total amount,~~000~~ $72,000, for the 600,000 shares; issued to Mr. Cronshaw and ~~outstanding~~to ~~shares~~Mr. onBlom will be amortized over the ~~effective~~2-year ~~date~~period ~~increased~~of ~~from~~their 21service agreements,~~245,753~~ tocommencing ~~254~~March 1,~~948,988~~ ~~shares~~2011.

~~Common~~NOTE ~~stock~~6– toCAPITAL ~~be issued consists of 94,289,382 shares of common stock under agreements executed and approved prior to November 30, 2010 by the Company's board of directors, but not~~ STOCK

~~yet~~Preferred issued to: (1) Acquire additional mining claims within the Oatman Gold Project, 93,100,000 shares, (2) modify convertible notes payable to non-affiliated investors, 689,382 shares and (3) our new Chief Executive Officer, Ronald Y. Lowenthal, 500,000 shares.Stock

~~All~~We ~~shares~~are ~~have~~authorized ~~equal~~to ~~voting~~issue ~~rights~~100,000,000 ~~are~~shares ~~non-assessable~~of ~~and~~preferred ~~have~~stock ~~one~~with ~~vote~~a ~~per~~par ~~share. Voting~~value ~~rights are not cumulative and, therefore, the holders~~ of ~~more~~0.00001. As ~~than 50%~~ of ~~the~~February ~~common stock could~~28, ~~if they choose to do so~~2011, ~~elect~~we ~~all~~have ofnot ~~the~~issued ~~directors~~any ofpreferred ~~the Company~~stock.

~~The~~Common ~~accompanying financial statements give retroactive effect to the aforementioned name change and stock split for all periods presented.~~Stock

11On December 14, 2009, we amended our Articles of Incorporation and increased our authorized shares from 100,000,000 to 250,000,000 shares of common stock, $0.00001 par value per share.

~~NOTE~~On 7January –19, ~~MINING~~2010, ~~CLAIM~~we ~~ACQUISITION~~authorized ~~AGREEMENTS~~a 12 for 1 forward split of our common stock, which became effective March 9, 2010. The stock split was accomplished by issuing additional shares to existing shareholders and adjusting the common stock accounts for the par value of the additional shares issued. Authorized shares of $0.00001 par value common stock increased from 250,000,000 to 3,000,000,000 shares; ~~MINING~~issued ~~AND~~and ~~MINERAL~~outstanding ~~LEASE~~shares on the effective date increased from 21,245,753 to 254,948,988 shares. The Board of Directors and Shareholders of the Company have approved a reduction of the authorized shares of common stock to 250,000,000 shares and the implementing amendment to the Company’s Articles of Incorporation were filed with and accepted by the Nevada Secretary of State.

On November 18, 2010, November 22, 2010, and November 26, 2010, the Company entered into three separate agreements with different sellers, under which the company acquired a 100% interest in 15 unpatented lode mining claims, and a 62.5% interest in 22 unpatented placer mining claims, located in Oatman, Mohave County, Arizona. Pursuant to these agreements, the Company issued a total of 84,000,000 shares of its restricted common stock to various sellers. The agreements require that the Company make minimum work expenditures of $100,000 per contract year. The mining claims have been valued at the fair market value, $840,000 ($0.01 per share).14

OnCommon ~~November~~stock 30, 2010, the Company entered into a mining and mineral lease of 7 patented lode claims known as the Lexington claim group in Oatman, Arizona. The lease has an initial term of 3 years and the Company may renew the lease for up to 3be ~~additional~~issued ~~terms~~consists of ~~3 years each~~1, ~~for a total lease term of up to 12 years. The Company issued 34,~~100,000 shares of common stock, ~~the~~under ~~expense~~agreements ~~for~~executed ~~which~~and isapproved ~~being~~prior ~~amortized~~to ~~over~~February ~~the~~28, ~~initial~~2011 ~~3-year~~to ~~term~~our ofChief ~~the~~Executive ~~lease~~Officer, ~~and~~Ronald ~~agreed~~Y. toLowenthal, ~~pay minimum royalties of $200~~500,000 ~~per~~shares ~~year~~and ~~during~~to ~~the~~two ~~term~~new ofDirectors, ~~the~~Peter ~~lease. The~~Cronshaw ~~leasehold~~(300,000 ~~interests~~shares) ~~have~~and ~~been~~Edward ~~valued~~Blom ~~the fair market value~~(300, ~~$341,~~000 ~~($0.01 per share~~shares).

~~Costs~~All ofshares ~~acquiring~~have ~~mineral~~equal ~~properties~~voting rights, are ~~capitalized~~non-assessable byand ~~project~~have ~~area~~one ~~upon~~vote ~~purchases~~per ~~of the associated claims~~share. Voting ~~When~~rights ~~costs~~ are ~~capitalized,~~not ~~mineral~~cumulative ~~properties~~and, ~~are~~therefore, ~~periodically assessed for impairment. Cost to maintain~~ the ~~mineral~~holders ~~rights~~of ~~and~~more ~~leases~~than ~~are~~50% ~~expensed~~of ~~as incurred. When a property reaches~~ the ~~production~~common ~~station~~stock ~~stage~~could, ~~any~~if ~~related~~they ~~capitalized~~choose ~~cost~~to ~~will~~do ~~be amortized~~so, ~~using~~elect ~~the~~all ~~units~~ of ~~production method on~~ the ~~basis~~directors of ~~periodic~~the ~~estimates of ore reserves~~Company.

~~Since~~The ~~the~~accompanying ~~Company~~financial isstatements ~~unable~~give toretroactive ~~support~~effect ~~continued~~to ~~capitalization~~the ofaforementioned ~~acquisition~~name ~~costs,~~change ~~the~~and ~~Company~~stock ~~has~~split ~~recognized~~for ~~impairment~~all ~~charges~~periods ~~of $1,181,000~~presented.

NOTE 87 – ~~UNSECURED~~MINING ~~LINE~~CLAIM OFACQUISITION ~~CREDIT~~AGREEMENTS; MINING AND MINERAL LEASE

On November 2918, 2010, ~~the~~November ~~Company~~22, ~~entered~~2010, ~~into~~November a26, 12010 ~~year~~and ~~unsecured~~December ~~line~~8, of2010, ~~credit~~the ~~with~~Company aentered ~~related~~into ~~party,~~four ~~North~~separate ~~American~~agreements ~~Gold~~with &different ~~Minerals Fund~~sellers, ~~pursuant~~under to which the ~~Company~~company ~~can~~acquired ~~borrow~~a up100% tointerest ~~$1,000,000~~in on15 aunpatented ~~revolving~~lode ~~basis. The~~mining ~~line~~claims ofand ~~credit~~in is22 ~~non-interest~~unpatented ~~bearing~~placer ~~for~~mining ~~the first-year~~claims, ~~thereafter~~located ~~interest~~in ~~accrues~~Oatman, atMohave 3%County, ~~per annum~~Arizona. AtPursuant ~~November~~to ~~30,~~these ~~2010~~agreements, the Company issued a total of $2108,400,000 ~~was~~shares ~~outstanding~~of ~~under~~its ~~this~~restricted ~~line~~common ofstock ~~credit~~to various sellers. ~~Based~~The onagreements ~~published~~require ~~financial~~that ~~statements,~~the ~~there~~Company ~~are~~make nominimum ~~assurances~~work ~~that~~expenditures ~~additional~~of ~~funds~~$100,000 ~~will~~per becontract ~~available~~year. The tomining ~~the~~claims ~~Company~~have ~~from~~been ~~the~~valued ~~aforementioned~~at ~~line~~the offair ~~credit~~market ~~when~~value, ~~required~~$1,084,000 by($0.01 ~~the~~per ~~Company~~share).

~~Mr.~~On ~~Ronald~~November Y.30, ~~Lowenthal~~2010, ~~became~~the ~~our~~Company ~~Chief~~entered ~~Executive~~into ~~Officer~~a ~~and~~mining ~~President~~ and amineral ~~member~~lease of ~~our~~7 ~~Board~~patented oflode ~~Directors~~claims ~~effective~~known ~~November~~as ~~29, 2010. Mr. Lowenthal is also~~ the ~~Chief~~Lexington ~~Executive~~claim ~~Officer~~group ~~and~~in ~~director~~Oatman, ofArizona. The ~~North~~lease ~~American~~has ~~Gold~~an &initial ~~Minerals~~term ~~Fund,~~of a3 ~~company~~years ~~that~~and isthe ~~process~~Company ofmay ~~acquiring~~renew athe ~~majority~~lease ~~interest~~for inup ~~our common stock and~~ to ~~whom~~3 weadditional ~~are~~terms ~~obligated under a line~~ of ~~credit~~3 ~~agreement. In~~years ~~connection with these acquisitions~~each, ~~North~~for ~~American~~a ~~Gold~~total &lease ~~Minerals~~term ~~Fund~~of ~~has~~up ~~entered~~to ~~into~~12 ~~restricted~~years. The ~~stock~~Company ~~agreements~~issued ~~wherein it has agreed that~~34, ~~until November 30~~100,000 ~~2012,~~shares itof ~~would~~common ~~not sell~~stock, ~~alienate,~~the ~~pledge,~~expense ~~assign,~~for ~~transfer,~~which ~~convey~~is orbeing inamortized ~~any~~over ~~way~~the ~~encumber~~initial ~~its~~3-year ~~shares~~term of the ~~Company’s~~lease, ~~common~~and ~~stock. From~~agreed ~~December~~to 1,pay ~~2012~~minimum ~~until~~royalties ~~November~~of 30$200,000 ~~2014,~~per ~~North~~year ~~American~~during ~~Gold~~the &term ~~Minerals~~of ~~Fund~~the ~~has~~lease. The ~~agreed~~leasehold tointerests ~~limit~~have ~~sales~~been ofvalued the ~~Company’s~~fair ~~common~~market ~~stock~~value, ~~to no more than 2~~$341,000~~,000~~ ~~shares~~($0.01 ~~during~~per ~~any consecutive period of 90 days~~share).

~~NOTE~~Costs 9of –acquiring ~~SUBSEQUENT~~mineral ~~EVENTS~~properties are capitalized by project area upon purchases of the associated claims. When costs are capitalized, mineral properties are periodically assessed for impairment. Cost to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production station stage, any related capitalized cost will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

OnSince ~~December 8, 2010,~~ the Company ~~entered~~is ~~into~~unable ~~an agreement~~ to ~~acquire~~support ~~the~~continued ~~remaining~~capitalization ~~interest~~of ~~that~~acquisition itcosts, ~~did~~the ~~not~~Company ~~already~~has ~~own~~recognized inimpairment ~~the~~charges ~~Oatman~~of ~~Gold Project~~$244,000 ~~specifically~~during athe ~~37.5%~~3 ~~undivided~~months ~~interest~~ended inFebruary 2228, ~~unpatented~~2011 ~~placer~~and ~~mining claims. The Company issued a total of 24~~$1,~~400~~425,000 ~~shares~~during to the ~~sellers~~9 inmonths ~~this~~ended ~~transaction,~~February ~~valued at $244~~28,~~000~~ ~~($0~~2011.~~01 per share).~~

12NOTE 8 – UNSECURED LINE OF CREDIT

On December 8, 2010, certain present and former officers and directors of the Company agreed to cancel a total of 183,000,000 shares of common stock of the Company. In addition, these individuals entered into restricted stock agreements wherein they agreed that, until November 30, 2012, they would not sell, alienate, pledge, assign, transfer, convey or in any way encumber any of their remaining shares (a total of 14,000,000 shares upon execution of the aforementioned agreement) of the Company’s common stock. From December 1, 2012 until November 30, 2014, these four individuals have each agreed to limit his sales of the Company’s common stock to no more than 200,000 shares during any consecutive period of 90 days. The actual cancellation of the shares occurred in January 2011.15

On ~~December~~November 829, 2010, ~~two~~the ~~consultants~~Company ~~who~~entered ~~had~~into ~~been~~a ~~issued~~1 anyear ~~aggregate~~unsecured line of 20credit with a related party,~~000,000~~ ~~shares~~North ofAmerican ~~common~~Gold ~~stock~~& ~~for~~Minerals ~~their~~Fund, ~~future~~pursuant ~~consulting~~to ~~services~~which ~~valued~~the atCompany can borrow up to $331,~~335~~000,000 ~~agreed~~on toa ~~surrender~~revolving ~~all~~basis. The line of ~~their~~credit ~~stock~~is ~~for~~non-interest ~~cancellation~~bearing for nothe ~~consideration. The~~first-year, ~~unamortized~~thereafter ~~balance~~interest ofaccrues ~~their~~at ~~deferred~~3% ~~consulting~~per ~~agreements~~annum. At February 28, ~~amounting~~2011, toa total of $75,~~236~~000 was ~~also~~outstanding ~~cancelled~~under this line of credit. Based ~~The~~on ~~actual~~published ~~cancellation~~financial ofstatements, there are no assurances that additional funds will be available to the ~~shares~~Company ~~occurred~~from inthe ~~January~~aforementioned ~~2011~~line of credit when required by the Company.

~~ITEM~~Mr. 2Ronald Y. ~~MANAGEMENT'S~~Lowenthal ~~DISCUSSION~~became ~~AND~~our ~~ANALYSIS~~Chief ORExecutive ~~PLAN~~Officer OFand ~~OPERATION~~President and a member of our Board of Directors effective November 29, 2010. Mr. Lowenthal is also the Chief Executive Officer and director of North American Gold & Minerals Fund, a company that is process of acquiring a majority interest in our common stock and to whom we are obligated under a line of credit agreement. In connection with these acquisitions, North American Gold & Minerals Fund has entered into restricted stock agreements wherein it has agreed that, until November 30, 2012, it would not sell, alienate, pledge, assign, transfer, convey or in any way encumber its shares of the Company’s common stock. From December 1, 2012 until November 30, 2014, North American Gold & Minerals Fund has agreed to limit sales of the Company’s common stock to no more than 2,000,000 shares during any consecutive period of 90 days.

~~This~~NOTE ~~section~~9 of– ~~this~~SHARE report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.CANCELLATIONS

~~Plan~~On December 8, 2010, certain present and former officers and directors of ~~Operation~~the Company agreed to cancel a total of 183,000,000 shares of common stock of the Company. In addition, these individuals entered into restricted stock agreements wherein they agreed that, until November 30, 2012, they would not sell, alienate, pledge, assign, transfer, convey or in any way encumber any of their remaining shares (a total of 14,000,000 shares upon execution of the aforementioned agreement) of the Company’s common stock. From December 1, 2012 until November 30, 2014, these four individuals have each agreed to limit his sales of the Company’s common stock to no more than 200,000 shares during any consecutive period of 90 days. The actual cancellation of the shares occurred in January 2011.

WeOn ~~are~~December a8, ~~start-up~~2010, ~~corporation~~two ~~and~~consultants ~~have~~who ~~not~~had ~~yet~~been ~~generated~~issued oran ~~realized~~aggregate ~~any revenues from our business operations. Our original business plan involved the operating a chain~~ of ~~retail locations and we leased our first store. We did not commence retail operations and~~20, ~~instead~~000,000 ~~changed~~shares ~~our plan~~ of ~~operation~~common tostock ~~acquire~~for atheir ~~facility~~future toconsulting ~~recycle~~services ~~liquids,~~valued ~~such~~at ~~as soda~~$33,335 ~~juices,~~agreed ~~beer,~~to ~~wine,~~surrender ~~spirits,~~all ~~syrups,~~of ~~and~~their ~~waste~~stock ~~alcohol~~for ~~from~~cancellation ~~pharmaceutical and industrial sources, which are destined~~ for ~~disposal,~~no ~~into ethanol~~consideration. ~~This~~ The ~~business~~unamortized ~~plan~~balance ~~was~~of ~~later~~their ~~abandoned~~deferred ~~and,~~consulting ~~in November~~agreements, ~~2010,~~amounting ~~the Company determined~~ to ~~enter the gold exploration and development business~~$7,236 bywas ~~acquiring~~also ~~interests~~cancelled. inThe ~~several~~actual ~~mining~~cancellation ~~claims~~of ~~and~~the ~~mineral~~shares ~~leases~~occurred in ~~the~~January ~~state of Arizona, commonly known as the Oatman Gold Project~~2011.

~~Oatman~~NOTE ~~Gold~~10 ~~Project~~– ~~Property~~INVESTOR ~~Description~~RELATIONS FIRM

~~The~~During ~~Oatman~~March ~~Gold~~2011 ~~Project~~the Company appointed Global Media & Corporate Relations (~~the "Project"~~“Global”) isas ~~comprised~~its ofinvestor ~~approximately~~relations ~~3,600~~firm. The ~~acres~~firm ofarranged ~~mining~~for ~~claims~~the indesign ~~one~~ of ~~Arizona'~~the Company’s ~~gold~~website ~~producing~~and ~~districts. The~~answers ~~Oatman~~investor ~~Gold~~inquiries. Global ~~District~~was iscompensated ~~located~~for inits ~~the~~first ~~southern~~12 ~~portion~~months of ~~the~~services ~~Black~~by ~~Mountains~~1,000,000 ~~about~~shares 30of ~~miles~~the ~~southwest~~Company’s ofcommon ~~Kingman~~stock, ~~Mohave~~which ~~County, Arizona, and~~were ~~approximately~~transferred ~~100~~to ~~miles~~Global ~~southeast~~by one of ~~Las~~the ~~Vegas,~~Company’s ~~Nevada~~existing shareholders. ~~Access~~ Accordingly, isGlobal’s ~~via~~compensation UShas ~~Highway~~not ~~66,~~been ~~which~~recognized ~~passes~~as ~~through~~a ~~the~~Company ~~central part~~expense ofsince the ~~district~~ expense was borne by a third party.

~~Since~~NOTE ~~the~~11 ~~original~~– ~~discovery~~SUBSEQUENT of gold was made in 1863, the Oatman Gold Mining District, Mohave County, Arizona, has produced approximately 2.2 million ounces of gold and approximately .08 million ounces of silver from approximately 3.8 million tons of ore.EVENTS

1316

~~The~~New ~~Oatman Gold Project includes the "Argo", "King Midas" and "Lexington" Gold Mines.~~Directors

~~(1) The~~On ~~"Argo~~March ~~Gold~~3, ~~Mine"~~2011, ~~is located on~~ the ~~Tom~~Company ~~Reed~~elected ~~gold~~Peter ~~vein. The~~Cronshaw ~~first~~and ~~work~~Edward ~~done~~Blom onto ~~the~~its ~~Tom~~Board ~~Reed~~of ~~vein~~Directors. Upon ~~was~~such inelection, ~~1901 when~~ the ~~Gold~~Service ~~Road~~Agreements ~~Company~~that ~~sank~~ the ~~Tom~~Company ~~Reed~~entered ~~and~~into ~~Ben~~with ~~Harrison~~each ~~shafts~~of toMessrs. aCronshaw ~~depth~~and ofBlom ~~100~~on ~~feet. The~~February ~~property~~18, ~~was~~2011 ~~bonded~~became ineffective. As ~~1904~~compensation ~~and~~under athe ~~20-stamp~~agreements, ~~mill~~we ~~was constructed and~~have ~~some developing and~~agreed ~~stoping~~to ~~was performed. The~~issue ~~Tom~~200,000 ~~Reed~~(Two ~~Gold~~hundred ~~Mines~~thousand) ~~Company~~restricted ~~purchased~~shares ~~the~~of ~~company~~our incommon ~~1906~~stock ~~and~~to ~~started~~each ~~producing~~of ~~in 1908~~Mr. ~~Total~~ ~~yield~~Cronshaw ~~from~~and ~~the~~Mr. ~~Tom~~Blom. These ~~Reed~~Directors ~~property~~have ~~from~~each ~~1908 through 1931~~agreed that ~~was~~his ~~reported at approximately 632~~200,000 ~~ounces~~(Two ofhundred ~~gold~~thousand) ~~and~~restricted ~~gold~~shares ~~equivalent. Also,~~of ~~located~~our onCompany's ~~the~~common ~~Tom~~stock ~~Reed~~will not ~~gold~~be ~~vein~~in ~~was~~any manner be assigned, pledged, sold, lent or ~~the~~in ~~Black~~any ~~Eagle~~way ~~ore~~alienated for ~~body,~~a period of ~~which~~2 (Two) years commencing from the date ~~was~~of ~~developed~~the toagreement and terminating on ~~the~~February 117,~~100~~ ~~foot level~~2013. On ~~the~~As ~~900-foot~~a ~~level~~signing bonus, ~~the~~we ~~Black Eagle~~have ~~ore~~agreed ~~body~~to ~~was~~issue ~~over~~100,000 ~~400~~(One ~~feet~~hundred ~~long~~thousand) ~~and~~restricted ~~an average~~shares of 7our ~~feet~~common ~~wide. The~~stock ~~United~~to ~~Eastern~~each ~~Mine~~of ~~exploited~~Mr. aCronshaw ~~northwestern~~and ~~portion~~Mr. ofBlom. ~~the~~These ~~Tom~~Directors ~~Reed~~have ~~vein. On~~each ~~the~~agreed ~~465-foot~~that ~~level~~these a100,000 ~~crosscut~~(One ~~went~~hundred ~~through~~thousand) restricted shares ~~25 feet~~ of ~~ore~~our Company's common ~~with~~stock awill ~~grade~~not ofbe ~~over~~in ~~one~~any ~~ounce gold~~manner ~~per~~be ~~ton. The~~assigned, pledged, ~~total yield~~sold, oflent ~~the~~or ~~United~~in ~~Eastern~~any ~~Mine~~way ~~from~~alienated ~~1917~~for toa ~~1926~~period ~~was~~of ~~reported~~3 at(Three) ~~approximately~~years commencing from atthe ~~719,000~~date ~~ounces~~ of ~~gold~~the agreement and terminating on ~~gold~~February ~~equivalent~~18, 2014.

~~(2) The~~Lease ~~"King Midas Gold Mine" is located on the next parallel vein south~~ of ~~the~~Crown Tom Reed vein. The workings consist of a 310-foot shaft and several surface cuts on the footwall of an outcrop of a weathered, northwest southeast striking rhyolitic dike. Laterals are reported at the 100-foot, 200-foot and 200 foot levels, with several hundred feet of lateral drifting from the shaft. There is a second 300-foot shaft northwest of the first shaft, with levels at 60 feet,100 feet, 200 feet and 300 feet. During the 1980's, Fischer-Watt Gold conducted a drilling campaign in the Oatman area and a portion of the Company’s central claim block is located within the drilled ground. A gold resource was reportedly defined and brought into limited production at the "King ~~Midas Gold Mine" by Fischer-Watt Gold, but the mine was closed before it was brought into full production.~~Dumps

~~(3) The~~On ~~"Lexington Gold Mine"~~May is1, ~~a gold deposit~~2011, ~~located on private~~ ~~property~~the ~~south~~Company ofentered ~~the~~into ~~"King~~a ~~Midas~~mineral ~~Gold~~and ~~Mine",~~mining ~~and~~lease ~~includes approximately~~of 907.11 acres of ~~patented mineral~~the ~~rights~~Buckeye ~~with~~patented ~~almost~~mining aclaim ~~mile~~located ofin athe ~~gold~~Pine ~~vein~~Grove ~~system~~Mining ~~comprised~~District, ofYavapai ~~three~~County, ~~known~~Arizona, ~~ore~~with ~~bearing~~Clark ~~veins.~~Copper ~~Several~~Mines, ofLLC (the “lessor”). The Company~~’s unpatented~~ ~~mining~~believes ~~claims~~that ~~maybe~~a ~~located~~major toportion of the ~~probable~~dumps ~~southeast extensions~~ of the ~~mineralized~~historic ~~vein~~Crown ~~structures exploited~~King ~~at the "Lexington~~ Gold Mine~~" Group. Numerous productive~~ ~~northwest-southeast~~are ~~veins,~~located ~~namely~~on ~~the~~this ~~Guilt Edge~~acreage, ~~Mitchell~~with ~~Golconda,~~an ~~Leland-Boundary~~estimated ~~Cone~~100, ~~Gold~~000+ ~~Key, Boer, Arizona~~tons ~~Tom~~of ~~Reed-Gold Dust,~~stacked ~~Orion~~surface ~~and possibly the~~material ~~Bell~~which ~~and~~emanated ~~Oatman Queen-Tom~~from ~~Reed~~the ~~Jr.~~historic ~~veins~~Crown ~~may~~King ~~converge~~Mine. In ataddition, ~~or near~~ the ~~Lexington~~property ~~Group~~includes ofapproximately ~~claims.~~400 ~~This~~linear ~~area~~feet of ~~convergence,~~the ~~combined~~Crown ~~with~~King ~~its~~vein, ~~location~~as ~~between~~well as the ~~large~~discovery ~~producing~~shaft ~~Gold Road~~ and ~~Tom~~former ~~Reed~~assay ~~Mines~~house ~~and central~~for to the ~~district~~ asmine. aWater ~~whole,~~is ~~may~~reportedly ~~have~~available afrom ~~potential~~flooded ~~for~~mine ~~the~~workings ~~discovery~~under ofthe ~~ore~~property.

The ~~Company’s claims~~Crown ~~also~~King ~~cover~~property ~~several~~is ~~other~~accessible ~~gold~~from ~~mines~~Phoenix, ~~including~~Arizona ~~the~~as ~~"Big~~follows: 48 ~~Johnnie~~miles ~~Gold~~north ~~Mine", "Lucky~~on ~~Boy~~Interstate ~~Gold~~Highway ~~Mine"~~17 to Exit 248, ~~"Pictured~~ ~~Rock~~Bumble ~~Gold~~Bee; ~~Mine"~~28 ~~and~~miles west on Crown King Road (portions unpaved); then 2 miles up the ~~"Tom~~mountain ~~Reed~~on ~~Junior~~unpaved ~~Gold~~Gladiator Mine" Road to the property.

~~The~~Since ~~Company’s~~the ~~claims~~Dumps ~~also~~are ~~include~~located on the ~~"Oatman~~ ~~Southern Gold Mine"~~surface, ~~which~~there ~~may~~is ~~have potential as a possible low-grade~~no ~~detachment fault~~need ~~gold deposit~~to mine the material. ~~The~~ It ~~southern~~can ~~claim~~be ~~block~~loaded ~~also~~on ~~includes~~dump 12trucks ~~additional gold mines which~~by excavating equipment. However, ~~upon sampling, may prove~~ there is no nearby mill to ~~be exploration~~ ~~targets:~~process ~~"Adams",~~the ~~"Cone",~~material. The ~~"Esperanza", "Green~~Company’s ~~Quartz",~~intends ~~"Lazy~~to ~~Boy",~~investigate ~~"Oatman~~procurement ~~Syndicate",~~of ~~"Paragon",~~a ~~"Peerless",~~portable ~~"S.~~mill ~~Arataba",~~that ~~"United~~could ~~Oatman",~~be ~~"United~~used ~~Range",~~at Crown King and ~~"Wrigley"~~later ~~Gold~~disassembled ~~Mines~~and shipped to another Company location, specifically Oatman.

The ~~Oatman~~Crown ~~Mining~~King ~~District~~Lease ~~has~~is ~~historically~~for ~~been~~a ~~one~~term of ~~Arizona's~~three ~~best-known~~(3) ~~gold mining districts~~years, and ~~was~~the inCompany ~~continuous production from~~may renew the ~~early 1900's~~Crown King Lease for up ~~until 1942, when President~~to ~~Roosevelt closed~~three renewal terms of three (3) years each. The Company may terminate the ~~gold~~Lease ~~mines~~at ~~during~~any ~~World~~time ~~War~~without IIpenalty. Pursuant ~~as nonessential~~to the Lease, the Company agreed to issue 500,000 shares of the ~~war~~Company’s ~~effort. In~~Class ~~addition~~A Preferred Stock to the ~~Oatman~~lessee. ~~Gold~~Each ~~Project~~share of Class A Preferred Stock will have a stated value of $0.10 per share, ~~there~~and ~~are~~will ~~other properties~~be inconvertible into common stock of the ~~Oatman Mining District~~Company ~~that~~on ~~have~~a ~~seen gold exploration~~ 1 for 1 basis on and ~~development activity~~after January 1, 2012. The Company found it advantageous to issue preferred stock for this acquisition because the lessor valued the shares at $0.10 per share, thus producing negative dilution for the Company’s existing common shareholders at the Company’s current market price of approximately $0.03 per share.

1417

~~Business~~The ~~Plan~~Company ~~Risks~~agreed to pay the lessor a net smelter returns royalty at a flat rate of 4%. There is a minimum royalty of $20,000 per year payable annually in arrears to the lessor, with the first payment due on April 30, 2012.

The Company’s business plan is prone to significant risks and uncertainties which could have an immediate impact on its efforts to generate a positive net cash flow and could deter the anticipated exploration and development of its mining interests. Historically, the Company has not generated sufficient cash flow to sustain operations and has had to rely on debt or equity financing to remain in business. Therefore, we cannot offer future expectations that any interests owned by the Company will be commercially developed or that its operations will be sufficient to generate the revenue required. Should we be unable to generate cash flow, the Company may be forced to seek additional debt or equity financing as alternatives to the cessation of operations. The success of such measures can in no way be assured. Inherently, in the exploration of mineral properties, there are substantial risks which the Company may not be able to mitigate and could result in a cessation of operations. 18

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

~~Our auditors have issued a going concern opinion.~~ This ~~means~~section ~~that~~of ~~there~~this isreport ~~substantial~~includes ~~doubt~~a ~~that~~number weof ~~can continue as an on~~forward-~~going~~ ~~business~~looking ~~for~~statements ~~the~~that ~~next~~reflect ~~twelve~~our ~~months~~current ~~unless~~views wewith ~~obtain~~respect ~~additional capital~~ to ~~pay~~future ~~our~~events ~~bills. This is because we have not generated any revenues~~ and nofinancial ~~revenues are anticipated until we begin operations~~performance. ~~There~~ isForward-looking nostatements ~~assurance~~are weoften ~~will~~identified ~~ever~~by ~~reach~~words ~~this~~like: ~~point. Accordingly~~believe, weexpect, ~~must~~estimate, ~~raise~~anticipate, ~~cash~~intend, ~~from~~project ~~sources~~and ~~other~~similar ~~than~~expressions, ~~operations. Our~~or ~~only~~words ~~other~~which, ~~source~~by ~~for~~their ~~cash~~nature, atrefer ~~this~~to ~~time~~future isevents. ~~from~~You ~~the~~should ~~North~~not ~~American~~place ~~Gold~~undue &certainty ~~Minerals Fund Line of Credit. However, based~~ on ~~published~~these ~~financial~~forward-looking statements, ~~North~~which ~~American~~apply ~~Gold~~only &as ~~Minerals~~of ~~Fund~~the ~~does~~date ~~not~~of ~~have~~this ~~sufficient~~report. ~~cash~~These toforward-looking ~~provide~~statements usare ~~with~~subject ~~any~~to ~~funding. Accordingly,~~certain werisks ~~have~~and nouncertainties ~~assurances~~ that ~~North~~could ~~American~~cause ~~Gold~~actual &results ~~Minerals~~to ~~Fund~~differ ~~will~~materially ~~have~~from ~~the~~historical ~~funds~~results ~~available~~or toour ~~lend us at the time requested~~predictions.

~~Limited~~Plan ~~Operating~~of ~~History; Need for Additional Capital~~Operation

~~There~~We isare noa ~~historical~~start-up ~~financial~~corporation ~~information~~and ~~about~~have usnot ~~upon~~yet ~~which~~generated toor ~~base~~realized anany ~~evaluation~~revenues offrom our ~~performance~~business operations. We Our ~~have~~original ~~not~~business ~~generated~~plan ~~any~~involved ~~revenues~~the ~~from~~operating ~~operations. We~~a ~~cannot~~chain ~~guarantee~~of weretail ~~will~~locations beand ~~successful~~we inleased our ~~business~~first ~~operations~~store. ~~Our~~ We ~~business~~did isnot ~~subject~~commence toretail ~~risks~~operations ~~inherent~~and, ininstead, ~~the~~changed ~~establishment~~our plan of operation to acquire a ~~new~~facility ~~business~~to ~~enterprise~~recycle liquids, ~~including~~such ~~limited~~as ~~capital~~soda, ~~resources~~juices, beer, wine, spirits, syrups, and ~~possible~~waste ~~cost~~alcohol ~~overruns~~from ~~due~~pharmaceutical and industrial sources, which are destined for disposal, into ethanol. This business plan was later abandoned and, in November, 2010, the Company determined to ~~price~~enter the gold exploration and ~~cost~~development ~~increases~~business, by acquiring interests in ~~goods~~several mining claims and ~~services. We~~mineral ~~need~~leases ~~additional~~in ~~capital~~the tostate ~~operate~~of ~~during~~Arizona, commonly known as the ~~next~~Oatman ~~twelve~~Gold ~~months~~Project.

ToOatman ~~become~~Gold ~~profitable~~Project ~~and~~Property competitive, we have to explore our mining claims and, if economically feasible, develop and open a mine. In the event that we are unable to sell ore or arrange for toll milling, we will also need to design and build a gold recovery facility.Description

~~Equity~~The ~~financing~~Oatman ~~could~~Gold ~~result~~Project (the “Project") is comprised of approximately 3,600 acres of mining claims in ~~additional~~one ~~dilution~~of toArizona's ~~existing~~gold ~~shareholders~~producing districts. The Oatman Gold District is located in the southern portion of the Black Mountains, about 30 miles southwest of Kingman, Mohave County, Arizona, and approximately 100 miles southeast of Las Vegas, Nevada. Access is via US Highway 66, which passes through the central part of the district.

AsSince the original discovery of gold was made in 1863, the ~~date~~Oatman ofGold ~~this~~Mining ~~report~~District, weMohave ~~have~~County, ~~yet~~Arizona, tohas ~~begin~~produced ~~operations~~approximately 2.2 million ounces of gold and ~~therefore~~approximately ~~have~~.08 ~~not~~million ~~generated~~ounces ~~any~~of ~~revenues~~silver from approximately 3.8 million tons of ore. The Oatman Gold Project includes the "Argo", “King Midas" and "Lexington" Gold Mines.

~~Liquidity~~(1) The "Argo Gold Mine" is located on the Tom Reed gold vein. The first work done on the Tom Reed vein was in 1901 when the Gold Road Company sank the Tom Reed and ~~Capital~~Ben ~~Resources~~Harrison shafts to a depth of 100 feet. The property was bonded in 1904 and a 20-stamp mill was constructed and some developing and stoping was performed. The Tom Reed Gold Mines Company purchased the company in 1906 and started producing in 1908. Total yield from the Tom Reed property from 1908 through 1931 was reported at approximately 632,000 ounces of gold and gold equivalent. Also, located on the Tom Reed gold vein was the Black Eagle ore body, which was developed to the 1,100 foot level. On the 900-foot level, the Black Eagle ore body was over 400 feet long and an average of 7 feet wide. The United Eastern Mine exploited a northwestern portion of the Tom Reed vein. On the 465-foot level a crosscut went through 25 feet of ore with a grade of over one ounce gold per ton. The total yield of the United Eastern Mine from 1917 to 1926 was reported at approximately at 719,000 ounces of gold and gold equivalent.

As of November 30, 2010, our total assets were $111,359, including cash of $1,227. Our total liabilities were $171,607. If we are unable to raise additional cash we will either have to suspend operations until we do raise the cash, or cease operations entirely. As of the date of this report, we have not initiated revenue-producing operations.19

15(2) The "King Midas Gold Mine" is located on the next parallel vein south of the Tom Reed vein. The workings consist of a 310-foot shaft and several surface cuts on the footwall of an outcrop of a weathered, northwest southeast striking rhyolitic dike. Laterals are reported at the 100-foot, 200-foot and 200 foot levels, with several hundred feet of lateral drifting from the shaft. There is a second 300-foot shaft northwest of the first shaft, with levels at 60 feet, 100 feet, 200 feet and 300 feet. During the 1980's, Fischer-Watt Gold conducted a drilling campaign in the Oatman area and a portion of the Company’s central claim block is located within the drilled ground. A gold resource was reportedly defined and brought into limited production at the "King Midas Gold Mine" by Fischer-Watt Gold, but the mine was closed before it was brought into full production.

~~Results~~(3) The "Lexington Gold Mine" is a gold deposit, located on private property south of ~~Operations~~the "King Midas Gold Mine", and includes approximately 90 acres of patented mineral rights with almost a mile of a gold vein system comprised of three known ore bearing veins. Several of the Company’s unpatented mining claims maybe located to the probable southeast extensions of the mineralized vein structures exploited at the “Lexington Gold Mine" Group. Numerous productive northwest-southeast veins, namely the Guilt Edge, Mitchell Golconda, Leland-Boundary Cone, Gold Key, Boer, Arizona Tom Reed-Gold Dust, Orion and possibly the Bell and Oatman Queen-Tom Reed Jr. veins may converge at or near the Lexington Group of claims. This area of convergence, combined with its location between the large producing Gold Road and Tom Reed Mines and central to the district as a whole, may have a potential for the discovery of ore.

~~Period~~The ~~from~~Company’s ~~April~~claims ~~27,~~also ~~2005~~cover ~~(original inception)~~several toother ~~November~~gold 18mines including the "Big Johnnie Gold Mine", ~~2010:~~“Lucky Boy Gold Mine", “Pictured Rock Gold Mine" and the "Tom Reed Junior Gold Mine".

~~Since~~The ~~the~~ Company’s ~~original~~claims ~~inception~~also oninclude ~~April~~the ~~27,~~“Oatman ~~2005,~~Southern weGold ~~have~~Mine", ~~not~~which ~~generated~~may ~~any~~have ~~revenues. Our~~potential ~~expenses~~as ~~from~~a ~~that~~possible low-grade ~~inception~~detachment ~~through~~fault ~~November~~gold ~~18,~~deposit. The ~~2010~~southern ~~were~~claim ~~$723,240~~block ~~which~~also ~~are~~includes ~~now~~12 ~~deemed~~ additional gold mines which, upon sampling, may prove to be exploration ~~attributed~~targets: to"Adams", ~~discontinued~~"Cone", ~~operations. As of November 18~~"Esperanza", "Green ~~2010~~Quartz", ~~the~~"Lazy ~~Company~~Boy", ~~began~~"Oatman aSyndicate", ~~new~~"Paragon", ~~exploration~~"Peerless", ~~stage with the acquisition of mineral property interests~~"S. ~~The~~ ~~Company~~Arataba", ~~recognized~~"United aOatman", ~~loss~~"United ~~of $908~~Range",~~507~~ ~~from~~and ~~its~~"Wrigley" ~~initial~~Gold ~~operations under the exploration stage as of November 30, 2010~~Mines.

~~Three~~The Oatman Mining District has historically been one of Arizona's best-known gold mining districts, and ~~Six~~was ~~Month~~in ~~Periods~~continuous production from ~~Ending~~the ~~November~~early 1900's 30up until 1942, when President ~~2010~~Roosevelt closed ~~compared~~the ~~with~~gold ~~2009:~~mines during World War II as nonessential to the war effort. In addition to the Oatman Gold Project, there are other properties in the Oatman Mining District that have seen gold exploration and development activity.

InBusiness ~~the~~Plan three and six month periods ending November 30, 2010, the loss from continuing operations was $908,507. The Company’s most significant expense for its newly acquired mineral property rights was $1,181,000 during its initial month of operations. This expense was offset by the cancellation of accrued compensation expense of $277,371. Since the Company’s exploration stage of operations began in November 2010, the six month financial information is substantially the same as the three month financial information. All other prior activities for 2010 and 2009 are accounted for as part of the Company’s discontinued operationsRisks

~~Recent~~The ~~Accounting~~Company’s ~~Pronouncements~~business plan is prone to significant risks and uncertainties which could have an immediate impact on its efforts to generate a positive net cash flow and could deter the anticipated exploration and development of its mining interests. Historically, the Company has not generated sufficient cash flow to sustain operations and has had to rely on debt or equity financing to remain in business. Therefore, we cannot offer future expectations that any interests owned by the Company will be commercially developed or that its operations will be sufficient to generate the revenue required. Should we be unable to generate cash flow, the Company may be forced to seek additional debt or equity financing as alternatives to the cessation of operations. The success of such measures can in no way be assured. Inherently, in the exploration of mineral properties, there are substantial risks which the Company may not be able to mitigate and could result in a cessation of operations.

The Company has analyzed the Accounting Standards Updates that were issued after May 31, 2010 and have determined that none are anticipated to have a material impact on the Company’s financial position or results of operations.20

~~ITEM~~Going ~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.~~Concern

WeOur ~~are~~auditors have issued a ~~smaller~~going ~~reporting~~concern ~~company~~opinion. This asmeans ~~defined~~that bythere ~~Rule~~is ~~12b~~substantial doubt that we can continue as an on-2going ofbusiness for the ~~Securities~~next ~~Exchange~~twelve ~~Act~~months ofunless ~~1934~~we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin operations. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is from the North American Gold & Minerals Fund Line of Credit. However, based on published financial statements, North American Gold & Minerals Fund does not ~~required~~have sufficient cash to provide us with any funding. Accordingly, we have no assurances that North American Gold & Minerals Fund will have the ~~information~~funds ~~under~~available ~~this~~to ~~item~~lend us at the time requested.

~~ITEM~~Limited 4.Operating ~~CONTROLS~~History; ~~AND~~Need ~~PROCEDURES.~~for Additional Capital

~~Under~~There ~~the~~is ~~supervision~~no ~~and~~historical ~~with~~financial ~~the~~information ~~participation~~about ofus ~~our~~upon ~~management,~~which ~~including~~to ~~the~~base ~~Chief~~an ~~Executive~~evaluation ~~Officer~~of ~~and~~our ~~Chief~~performance. We ~~Financial~~have ~~Officer,~~not wegenerated ~~have~~any ~~evaluated~~revenues ~~the~~from ~~effectiveness~~operations. We ofcannot ~~our~~guarantee ~~disclosure~~we ~~controls~~will ~~and~~be ~~procedures~~successful asin ~~required~~our bybusiness ~~Exchange~~operations. Our ~~Act~~business ~~Rule~~is ~~13a-15(b)~~subject asto ofrisks ~~the~~inherent ~~end~~in of the ~~period~~establishment ~~covered~~of bya ~~this~~new ~~report. Based~~business ~~on that evaluation~~enterprise, ~~the~~including ~~Chief~~limited ~~Executive~~capital ~~Officer~~resources and ~~Chief~~possible ~~Financial~~cost ~~Officer~~overruns ~~have~~due ~~concluded~~to ~~that~~price ~~our~~and ~~disclosure~~cost ~~controls~~increases in goods and ~~procedures~~services. We ~~were~~need ~~not~~additional ~~effective~~capital to operate during the ~~quarter~~next ~~ended~~twelve ~~November 30, 2010~~months.

~~There~~To ~~were~~become noprofitable ~~changes~~and incompetitive, ~~our~~we ~~internal~~have ~~control~~to ~~over~~explore ~~financial~~our ~~reporting~~mining ~~during~~claims ~~the~~and, ~~quarter~~if ~~ended November~~economically 30feasible, ~~2010 that~~develop ~~have~~and ~~materially~~open ~~affected,~~a ormine. In ~~are~~the ~~reasonably~~event ~~likely~~that we are unable to ~~materially~~sell ~~affect~~ore or arrange for toll milling, ~~our~~we ~~internal~~will ~~control~~also ~~over~~need ~~financial~~to ~~reporting~~design and build a gold recovery facility.

~~PART~~Equity ~~II.~~financing ~~OTHER~~could ~~INFORMATION~~result in additional dilution to existing shareholders.

~~ITEM~~As ~~1A.~~of ~~RISK~~the ~~FACTORS~~date of this report, we have yet to begin operations and therefore have not generated any revenues.

WeLiquidity ~~are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934~~ and ~~are~~Capital ~~not required to provide the information under this item.~~Resources

16As of February 28, 2011, our total assets were $97,520, including cash (bank overdraft) of $(116). Our total liabilities were $273,116. If we are unable to raise additional cash we will either have to suspend operations until we do raise the cash, or cease operations entirely. As of the date of this report, we have not initiated revenue-producing operations.

~~ITEM 6. EXHIBITS.~~21

~~The~~Results ~~following~~of ~~documents are included herein:~~Operations

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Period from April 27, 2005 (original inception) to November 18, 2010:

17Since the Company’s original inception on April 27, 2005, we have not generated any revenues. Our expenses from that inception through November 18, 2010 were $723,240 which is now deemed to be attributed to discontinued operations. As of November 18, 2010, the Company began a new exploration stage with the acquisition of mineral property interests. The Company recognized a loss of $1,277 from its initial operations under the exploration stage as of February 28, 2011.

~~SIGNATURES~~Three and Nine Month Periods Ending February 28, 2011 compared with 2010:

~~Pursuant~~In to the ~~requirements~~three ofand nine month periods ending February 28, 2011, the ~~Securities~~loss ~~Exchange~~from ~~Act~~continuing ofoperations ~~1934~~was $369,484 ~~this~~and ~~report~~$1,277,991, ~~has~~respectively. The ~~been~~Company’s ~~signed~~most ~~below~~significant byexpense ~~the~~for ~~following~~its ~~person~~newly onacquired ~~behalf~~mineral ofproperty rights was $244,000 during the ~~Registrant~~three month period ended February 28, 2011 and in$1,425,000 during the ~~capacities~~nine onmonth ~~this~~period ~~24th~~ended ~~day~~February ~~of January~~28, 2011. This expense was offset by the cancellation of accrued compensation expense of $277,371. All other prior activities for 2010 and 2009 are accounted for as part of the Company’s discontinued operations

~~RENAISSANCE~~Recent ~~BIOENERGY~~Accounting INC. BY: /s/ RONALD YADIN LOWENTHAL RONALD YADIN LOWENTHAL President and Principal Executive Officer and BY: /s/ RONALD YADIN LOWENTHAL RONALD YADIN LOWENTHAL Chief Financial Officer and Principal Financial OfficerPronouncements

18The Company has analyzed the Accounting Standards Updates that were issued after May 31, 2010 and have determined that none are anticipated to have a material impact on the Company’s financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective during the quarter ended February 28, 2011.

There were no changes in our internal control over financial reporting during the quarter ended February 28, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 10th day of May, 2011.

	ASPA GOLD CORP.


	BY: /s/	RONALD YADIN LOWENTHAL RONALD YADIN LOWENTHAL
		President and Principal Executive Officer and


	BY: /s/	RONALD YADIN LOWENTHAL RONALD YADIN LOWENTHAL
		Chief Financial Officer and Principal Financial Officer

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