10-Q 1 g4444a.txt QTRLY REPORT FOR THE QTR ENDED 8-31-10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2010 Commission file number: 333-141426 NORTH AMERICAN GOLD & MINERALS FUND (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 848 N. Rainbow Blvd. #3003 Las Vegas, NV 89107 (Address of principal executive offices, including zip code) (702) 635-8146 (Telephone number, including area code) ELKO VENTURES INC. 650 Ruby Way Crescent Valley, NV 89821 (Former name and former address of registrant) 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] 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 [ ] NO [X] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 405,000,000 shares as of October 15, 2010. ITEM 1. FINANCIAL STATEMENTS The un-audited financial statements for the three and the six month period ended August 31, 2010 immediately follow. 2 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Condensed Balance Sheets (Unaudited)

As of As of ~~May~~August 31, February 28, 2010 2010 ---------- ---------- ASSETS CURRENT ASSETS Cash $ ~~480~~4,036 $ -- ~~--------- ---------~~ TOTAL CURRENT ASSETS ~~480~~4,036 -- ---------- ---------- TOTAL ASSETS $ ~~480~~4,036 $ -- ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank ~~Overdraft~~overdraft $ -- $ 10 Accounts Payable 238,~~728~~243 15,115 Loan - Related Party 786,~~101~~351 144 ---------- ---------- TOTAL CURRENT LIABILITIES 3094,~~829~~594 15,269 TOTAL LIABILITIES 3094,~~829~~594 15,269 ---------- ---------- STOCKHOLDERS' EQUITY (DEFICIT) Common ~~stock,~~Stock ($0.001 par value, 450,000,000 ~~shares~~Shares authorized; 405,000,000 and 132,000,000 shares issued and outstanding as ofat ~~May~~August 31, 2010 and February 28, 2010) ~~276~~292,~~196~~446 259,946 Additional ~~paid-in~~Paid ~~capital~~In Capital (85,077) (85,077) Deficit accumulated during development stage (~~221~~297,~~468~~927) (190,138) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (3090,~~349~~558) (15,269) ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ ~~480~~(90,558) $ --(15,269) ========== ==========

The Accompanying Notes are an Integral Part of These Financial Statements 3 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Condensed Statement of Operations (Unaudited)

February 5, 2007 Three Months Three Months (~~inception~~Inception) ~~ended~~Ended ~~ended~~Ended ~~through~~Through ~~May~~August 31, ~~May~~August 31, ~~May~~August 31, 2010 2009 2010 ------------ ------------ ------------ REVENUES Revenues $ -- $ -- $ -- ------------ ------------ ------------ TOTAL REVENUES -- -- -- ~~OPERATIONG~~OPERATING EXPENSES Mineral Exploration Expense -- -- 21,111 Office and Administration 802,592 145,~~095~~259 3335,~~212~~804 Consulting - Related Party 12,500 -- 3346,~~938~~438 Payroll 3,750 -- 1215,~~181~~931 Professional Fees 152,000 31,500 4850,026 Impairment of Assets -- -- 73,000 BLM Claim Filing Fees 55,617 -- 55,617 ------------ ------------ ------------ TOTAL OPERATING EXPENSES ~~(31~~76,~~330)~~459 (446,~~595)~~759 (~~221~~297,~~468~~927) ------------ ------------ ------------ NET INCOME (LOSS) $ (3176,~~330~~459) $ (446,~~595~~759) $ (~~221~~297,~~468~~927) ============ ============ ============ BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING ~~265~~405,~~362,920~~000.000 ~~132~~16,~~000~~243,~~000~~478 ============ ============

The Accompanying Notes are an Integral Part of These Financial Statements 4 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Condensed Statement of Cash Flows (Unaudited)

February 5, 2007 ~~Three~~Six Months ~~Three~~Six Months (~~inception~~Inception) ~~ended~~Ended ~~ended~~Ended through ~~May~~August 31, ~~May~~August 31, ~~May~~August 31, 2010 2009 2010 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net ~~income~~Income (~~loss~~Loss) $ (31107,~~330~~789) $ (451,~~595~~354) $(~~221~~297,~~468~~927) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Payroll - Stock Issued 37,~~750~~500 -- 1219,~~181~~681 Consulting - Related Party - Stock Issued 1225,~~500~~000 -- 3358,938 Expenses Paid by Related Party on Behalf of ~~the~~The Company 627,~~457~~171 -- 634,~~601~~793 Changes in operating assets and liabilities: Increase (Decrease) in Bank Overdraft 4,026 (101,500) --4,036 -- Increase (Decrease) in Accounts Payable 8(6,~~613~~872) (1,580) 23(15,~~728~~485) Impairment of Assets -- -- 73,000 --------- --------- --------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2050,964) (654,~~175~~434) (72122,~~020~~964) CASH FLOWS FROM INVESTING ACTIVITIES ~~NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES~~ -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Loan - Related Party ~~500~~55,000 -- ~~500~~55,000 Issuance of ~~common~~Common ~~stock~~Stock -- --20,000 13,200 Additional ~~paid-in~~Paid ~~capital~~In Capital -- 380,000 58,800 Prepaid Expenses - Related Party -- (58,~~800~~871) -- Prepaid Expenses -- (296,235) -- --------- --------- --------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ~~500~~55,000 --44,894 72127,~~500~~000 --------- --------- --------- NET INCREASE (DECREASE) IN CASH ~~480~~4,047 (69,~~175~~540) ~~480~~4,036 CASH AT BEGINNING OF PERIOD --(10) 27,350 -- --------- --------- --------- CASH AT END OF PERIOD $ ~~480~~4,036 $ 2117,~~175~~810 $ ~~480~~4,036 ========= ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ -- $ -- $ -- ========= ========= ========= ~~Income~~INCOME ~~Taxes~~TAXES $ -- $ -- $ -- ========= ========= ========= NON CASH ACTIVITY Payroll - Stock Issued $ 37,~~750~~500 $ -- $ ~~12,181~~-- ========= ========= ========= Consulting - Related Party - Stock Issued $ 1225,~~500~~000 $ -- $ 3319,~~938~~681 ========= ========= ========= Expenses ~~Paid~~paid by Related Party on Behalf of ~~the~~The Company $ 627,~~457~~171 $ -- $ 634,~~601~~793 ========= ========= =========

The Accompanying Notes are an Integral Part of These Financial Statements 5 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Notes to the Condensed Unaudited Financial Statements August 31, 2010 NOTE 1. CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by North American Gold & Minerals Fund (f/k/a Elko Ventures Inc. the "Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2010 and 2009, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's February 28, 2010 audited financial statements. The results of operations for the periods ended August 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years. NOTE 2. GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. 6 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Notes to the Condensed Unaudited Financial Statements August 31, 2010 The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company's financial statements. NOTE 4. CONSULTING AGREEMENTS On August 18, 2009, the Company entered into a consulting agreement with Mr. Frederick C. Bauman. The consulting agreement is for a term of three years. The Company retained Mr. Bauman to consult on corporate and structured finance, corporate law, mining mineral exploration, mineral property acquisitions and divestiture, talent acquisition and other consulting services. As compensation under the agreement, the Company had agreed to issue 50,000,000 post-split restricted common shares. Mr. Bauman had agreed that these 50,000,000 restricted shares of the Company's common stock will not be in any manner either assigned, pledged, sold, lent or in any way alienated for a period of 3 (three) years commencing from the date of the agreement and terminating on August 18, 2012. On August 12, 2010 the Company entered into an amendment to the Consulting Agreement, effective as of July 21, 2010 The amendment requires Mr. Bauman to surrender to the transfer agent for cancellation 49,900,000 of the 50,000,000 shares of the Company's restricted stock that were granted to Mr. Bauman under the agreement. While the Company intends to implement the amendment, at August 31, 2010 none of the Bauman shares had yet been sent to the Company's transfer agent for cancellation. 7 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Notes to the Condensed Unaudited Financial Statements August 31, 2010 On August 18, 2009, the Company entered into a consulting agreement with Flexwell Finance Limited. The consulting agreement is for a term of three years. The Company retained Flexwell Finance Limited to consult on corporate and structured finance, securities law, fund raising, investor relations and other consulting services. As compensation under the agreement, the Company had agreed to issue 50,000,000 post-split restricted common shares. Flexwell Finance Limited had agreed that these 50,000,000 restricted shares of the Company's common stock will not be in any manner either assigned, pledged, sold, lent or in any way alienated for a period of 3 (three) years commencing from the date of the agreement and terminating on August 18, 2012. On August 12, 2010 the Company entered into an amendment to the Consulting Agreement, effective as of July 21, 2010 The amendment requires Flexwell to surrender to the transfer agent for cancellation 49,900,000 of the 50,000,000 shares of the Company's restricted stock that were granted to Flexwell under the agreement. While the Company intends to implement the amendment, at August 31, 2010 none of the Flexwell shares had yet been sent to the Company's transfer agent for cancellation. On August 18, 2009, the Company entered into a consulting agreement with Topcast Management Limited. The consulting agreement is for a term of three years. The Company retained Topcast Management Limited to consult on corporate and structured finance, securities law, fund raising, investor relations and other consulting services. As compensation under the agreement, the Company had agreed to issue 50,000,000 post-split restricted common shares. Topcast Management Limited had agreed that these 50,000,000 restricted shares of the Company's common stock will not be in any manner either assigned, pledged, sold, lent or in any way alienated for a period of 3 (three) years commencing from the date of the agreement and terminating on August 18, 2012. On August 12, 2010 the Company entered into an amendment to the Consulting Agreement, effective as of July 21, 2010 The amendment requires Topcast to surrender to the transfer agent for cancellation 49,900,000 of the 50,000,000 shares of the Company's restricted stock that were granted to Topcast under the agreement. While the Company intends to implement the amendment, at August 31, 2010 none of the Topcast shares had yet been sent to the Company's transfer agent for cancellation. 8 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Notes to the Condensed Unaudited Financial Statements August 31, 2010 On August 18, 2009, the Company entered into a 5 year service agreement with Mr. Ronald Yadin Lowenthal, the Company's President and Chief Executive Officer. As compensation under the agreement, the Company agreed to issue 30,000,000 post-split restricted shares. Mr. Lowenthal had agreed that these 30,000,000 restricted shares of the Company's common stock will not be in any manner either assigned, pledged, sold, lent or in any way alienated for a period of 2 (two) years commencing from the date of the agreement and terminating on August 18, 2011. As a signing bonus, the Company agreed to issue 20,000,000 post-split restricted shares of its common stock to Mr. Lowenthal. Mr. Lowenthal had agreed that these 20,000,000 restricted shares of the Company's common stock will not be in any manner either assigned, pledged, sold, lent or in any way alienated for a period of 3 (three) years commencing from the date of the agreement and terminating on August 18, 2012. On August 12, 2010 the Company entered into an amendment to the Consulting Agreement, effective as of July 21, 2010 The amendment requires Mr. Lowenthal to surrender to the transfer agent for cancellation 49,750,000 of the 50,000,000 shares of the Company's restricted stock that were granted to Mr. Lowenthal under the agreement. While the Company intends to implement the amendment, at August 31, 2010 none of the Lowenthal shares had yet been sent to the Company's transfer agent for cancellation. Due to the Company's current lack of cash flows it has determined that a share-based payment arrangement is the most appropriate way to compensate its officer/consultants. Pursuant to the terms of all four of the above listed agreements, with the exception of the shares issued to Mr. Lowenthal as a signing bonus, the shares issued in exchange for services are defined as "unvested and forfeitable." Pursuant to ASC 505-50-S99-1 the above mentioned shares have been treated as unissued for accounting purposes until the future services are received (that is, the shares are not considered issued until they are earned). Consequently, there will be no recognition at the measurement date and no entry will be recorded. Consequently, the paid in capital and related expense are only recognized as services are performed, by employee or non-employee. The shares are still included in "Issued and Outstanding" amounts, but there is no actual Journal entries until the services are performed. At that point, the appropriate expense is debited and the appropriate capital accounts are credited. 9 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Notes to the Condensed Unaudited Financial Statements August 31, 2010 The Company has determined that the fair market value of the consideration received by the Company from both officer and consultants cannot be reliably determined and therefore it has deemed it appropriate to value the shares issued based on the fair market value of the securities underlying the transaction. The Company has further determined that the period end price of its common stock as quoted at www.pinksheets.com can not be used to determine fair market value as the stock had never traded. Furthermore, as the Company has not issued any shares for cash in the past 2 years, it has determined that a reasonable value at this time for the shares being issued is $.001, the par value of the common stock. The Company's policy is to re-assess the per-share value assigned to each periodic recognition of expense/capital under ASC 505-50-30-6 at the end of each Quarter. The following table sets out the projected future recognition of expenses/contributed capital over the next 12 months based on the Company's most recent assessment of the fair market value of the stock and as a market for the stock develops, the per-share value will be adjusted to reflect fair market value as it becomes more reliably measurable. Topcast Ronald Y. Frederick C. Management Flexwell Lowenthal Bauman Limited Finance --------- ------ ------- ------- August 31, 2010 $3,750 $4,167 $4,167 $4,167 November 30, 2010 $3,750 $4,167 $4,167 $4,167 February 28, 2011 $3,750 $4,167 $4,167 $4,167 May 31, 2011 $3,750 $4,167 $4,167 $4,167 There is a potentially dilutive effect that could affect existing shareholders thereby reducing the value of each shareholder's investment. As the value of the shares issued under each agreement is re-evaluated based on the fair market value of the underlying shares at the end of each quarter there is a potential for the compensation expense to become much larger in subsequent periods than it is now. 10 NORTH AMERICAN GOLD & MINERALS FUND (f/k/a ELKO VENTURES INC.) (An Exploration Stage Company) Notes to the Condensed Unaudited Financial Statements August 31, 2010 NOTE 5. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after August 31, 2010 through the date the Company issued these financial statements. On September 8, 2010, the Company directed its transfer agent to issue to Western Diversified Mining Resources, Inc. ("Western") 12,096,115 shares of the Company's Series A Preferred Stock and 29,334,212 Shares of the Company's Series B Preferred Stock. These shares were issued in payment of the purchase price for Western's 23.22% shareholding in Bouse Gold Inc. and Western's 46.84% shareholding in South Copperstone Inc., the acquisition of which closed on September 8, 2010. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results. RESULTS OF OPERATIONS We have generated no revenue since inception and have incurred $297,927, in expenses through August 31, 2010. For the three months ended August 31, 2010 we incurred operating expenses of $76,459. For the same period ended August 31, 2009 we had operating expenses of $46,759. Our cash in the bank at August 31, 2010 was $4,036, with total assets being $4,036. Our outstanding liabilities were $94,594. Cash provided by financing activities and significant operating milestones since inception are as follows: 1. On February 5, 2007, a total of 72,000,000 shares of common stock were issued in exchange for $12,000 US, or $.000167 per share. These securities were issued to Mr. David Wolfin, who was then an officer and director of the company. 2. On June 28, 2007, we completed and closed our offering pursuant to a Registration Statement on Form SB-2 selling a total of 60,000,000 shares at $.001 per share to raise $60,000. 3. On January 31, 2008, the company affected a three for one forward stock split of our share capital such that every one share of common stock issued and outstanding prior to the split was exchanged for three post-split shares of common stock. The company also changed its post-split authorized capital to 250,000,000 shares of common stock with a par value of $0.001 per share. All amounts of shares presented on these financial statements are reflected on a post-split basis. 4. On July 22, 2009, Ronald Yadin Lowenthal was appointed director and chief executive officer of our company and Lou Schiliro resigned as the chief executive officer of our company. Following Mr. Schiliro's resignation, our board of directors solely consisted of Mr. Ronald Yadin Lowenthal. 5. On August 14, 2009, Mr. Lou Schiliro resigned as the president, secretary, chief financial officer and director of our company. As a result of Mr. 12 Schiliro's resignation, we appointed Mr. Ronald Yadin Lowenthal as our secretary and chief financial officer. Our board of directors now solely consists of Mr. Ronald Yadin Lowenthal. 6. Effective August 18, 2009, we issued an aggregate of 150,000,000 restricted shares of our common stock to three (3) non-U.S. persons (at that term as defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 pursuant to consulting agreements and a services agreement. 7. Effective August 18, 2009, we issued an aggregate of 50,000,000 restricted shares of our common stock to one (1) U.S. person, as that term is defined in Regulation S of the Securities Act of 1933, relying on Section 4(2) of the Securities Act and/or Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended). 8. On September 19, 2009 we expanded our Paymaster Gold and Silver Mine, which is our initial mineral exploration project, by staking two additional lode mining claims. These mining claims covered the historic Paymaster Mine, which includes numerous shafts and adits (tunnels) located along a prominent vein system that is exposed along a northeasterly trend for at least one mile. The surrounding country rock is Cambrian age Harkless Formation, which is a dominantly green siltstone. The Paymaster Mine is located in Paymaster Canyon approximately 20 miles northwest from Goldfield, Nevada. It is accessible from Las Vegas by US Highway 95, a paved all-weather road that runs through Goldfield, and from there by a well-maintained all-weather unpaved road. The Paymaster Mine is part of the Lone Mountain Mining District, in the Weepah Mining Sub-District. This mining district has been a substantial historic producer of both gold and silver. Weepah was actually the site of the last major "gold rush" in Nevada following the discovery in 1927 by two 19 -year old boys of gold ore that assayed over $75,000 per ton gold. We were encouraged by the results of our initial sampling program, which was comprised of nine (9) grab samples from mine dumps located along the Paymaster vein system. All of the samples had detectable gold and silver. One sample from the dumps of the South Shaft assayed a bonanza grade of 161.8 ounces silver per ton. Another sample from the North Shaft dumps contained high grade gold, assaying 0.164 ounces gold per ton. Three additional samples assayed at over 2 ounces silver per ton and two more samples assayed over .01 ounces gold per ton. We plan to follow up with more detailed geochemical sampling at Paymaster in order to identify potential Drill targets. On July 29, 2010 the Company located an additional seven (7) unpatented lode mining claims at Paymaster, bringing the property to a total of 380 acres including over one mile of the Paymaster vein system. 9. Effective September 26, 2009, the name of our company was changed from "Elko Ventures Inc." to "North American Gold & Minerals Fund". The change of name was approved by our directors and a majority of our shareholders. 10. Effective October 12, 2009, we effected a one (1) old for ten (10) new forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital increased from 250,000,000 shares of common stock to 2,500,000,000 shares of common stock. All amounts of shares presented on these financial statements are reflected on post-split basis. Immediately upon the acceptance and effect of the Forward Split, we reduced the authorized share capital from 2,500,000,000 shares of common stock to 450,000,000 shares of 13 common stock. The forward stock split becomes effective with the Over-the-Counter Bulletin Board at the opening for trading on October 15, 2009 under the new stock symbol "NMGL". Our new CUSIP number is 65687T 208. 11. On November 1, 2009, we acquired the Yaba Silver Mine pursuant to an agreement (the "Yaba Acquisition Agreement") with Searchlight Exploration, LLC ("Searchlight"), McIntyre Mines, LLC, GlobalStar Equities Corporation and Teme Valley Holdings Limited, pursuant to which the Company agreed to acquire the unpatented mining claims known as the Yaba Silver Mine, located in Yavapai County, Arizona in exchange for 33,000,000 (Thirty three million) shares of our restricted common stock valued at $0.001 per share, as well as a 5% (Five percent) net smelter returns royalty and a 5% (Five percent) net profit interest for this mine only. On July 25, 2010, Searchlight staked an additional 21 unpatented lode mining claims for the Company at Yaba, bringing the property to a total of 440 acres. 12. On November 2, 2009, we acquired an undivided fifty (50%) percent interest in the North Rawhide Gold Mine pursuant to an agreement (the "North Rawhide Acquisition Agreement") with Searchlight Exploration, LLC, Amstart Investment Group Limited and Bayline Investment Group S.A., pursuant to which the Company agreed to acquire an undivided fifty (50%) interest in the unpatented mining claims known as the North Rawhide Gold Mine, located in Mohave County, Arizona in exchange for 40,000,000 (forty million) shares of our restricted common stock valued at $0.001 per share, as well as a 5% (Five percent) net smelter returns royalty and a 5% (Five percent) net profit interest for this mine only. 13. On August 12, 2010 the Company entered into amendments to the Consulting Agreements with Frederick C. Bauman, Flexwell Finance, Inc. ("Flexwell") and Topcast Management Limited ("Topcast"). The amendments, effective as of July 21, 2010 and required each of Mr. Bauman, Flexwell and Topcast to immediately surrender to the transfer agent for cancellation 49,900,000 of the 50,000,000 shares of the Company's restricted stock that were granted to each of them under the consulting agreements. On August 12, 2010 the Company also entered into an amendment to the Employment and Service Agreement with Ronald Y. Lowenthal. The amendment was effective as of July 21, 2010 and requires Mr. Lowenthal to immediately surrender to the transfer agent for cancellation 49,750,000 of the 50,000,000 shares of the Company's restricted stock that were granted to Mr. Lowenthal under the agreement. Finally, on August 11, 2010, Mr. David Wolfin delivered to the Company a Stock Power for all 72,000,000 shares of the Company's common stock owned by Mr. Wolfin. The Company intends to use this stock power to cancel the 72,000,000 Wolfin shares. While the Company intends to implement the above-referenced share cancellations, at August 31, 2010 none of the above-referenced shares had yet been sent to the Company's transfer agent for cancellation. 14 14. On August 12, 2010 the Company entered into an agreement with Western Diversified Mining Resources, Inc. ("Western") pursuant to which the Company agreed to acquire Western's 23.22% shareholding in Bouse Gold Inc. and Western's 46.84% shareholding in South Copperstone Inc. for 12,096,115 shares of the Company's Series A Preferred Stock and 29,334,212 shares of the Company's Series B Preferred Stock. The Bouse Gold property includes 360 acres of mining claims (18 lode claims) in the Plomosa Mining District, two miles west of the town of Bouse, in La Paz County, Arizona. The land is administered by the US Bureau of Land Management (BLM). It is a former Homestake Gold (Barrick) project which includes the historic Little Butte, Flat Fault and Arrastre Mines. There are numerous shafts, pits and dumps on the property. Reportedly, a majority of the Plomosa Mining District's historic gold production came from Bouse Gold's Little Butte Mine. At Bouse, a Mid-Tertiary system of epithermal mineralization was introduced into a stacked sequence of litho tectonic units that are located on the northern side of the Plomosa Detachment Fault. Complex epithermal gold, barite and fluorite mineralization is superimposed on earlier copper-specula rite mineralization. Gold occurs in laterally extensive breccias and in steeply dipping amethystine-quartz veins. Past drilling by Tenneco, US Borax and Homestake at Bouse found significant gold bearing intervals in both the breccias and high angle structures. Bouse Gold has copies of drill results for 50+ holes. The Company's initial plans include compilation of all existing exploration materials on the property, followed by additional geological work. The South Copperstone gold property is comprised of 480 acres (24 unpatented lode mining claims) located in the Moon Mountains Mining District, La Paz County, Arizona, about midway between the towns of Parker and Quartzsite. The land is administered by the US Department of Land Management (BLM). The Company's claims are immediately south of the Copperstone Mine, which it adjoins. South Copperstone's rationale in acquiring the property was the potential, which may or may not be realized, for one or more additional Copperstone ore bodies. The known Copperstone deposit (not owned by the Company) had a 500,000 ton open pit resource of .09 ounce per ton gold that was mined by Cyprus Gold in the 1980's. A reported underground gold resource at Copperstone is presently being explored by another mining company. The western edge of the Company's claims has exposed gold - bearing bedrock consisting of banded quartz latite flows intruded by granite. Initial drilling by Callahan Mining at South Copperstone found anomalous gold hosted by quartz and altered quartz latite. This was reportedly consistent with Cyprus Gold drill results from immediately north of the Company's claim block. However, Callahan's drilling was not deep enough to penetrate the mineralized breccia unit that hosts the gold resource at the Copperstone Mine to the north. Initial induced polarization (IP) work by Callahan found anomalous chargeability values to the south of Callahan's claim block in an area that is within South Copperstone's claim block. South Copperstone intends to follow up with a full induced polarization (IP) geophysical grid in order to locate initial drill targets. 15 LIQUIDITY AND CAPITAL RESOURCES Our cash balance at August 31, 2010 was $4,036. If we experience a shortage of funds for operating expenses we may utilize funds from Angel Vest, LLC, which has agreed to Advance funds for operations, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to us. We are an exploration stage company and have generated no revenue to date. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our Principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended August 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 16 PART II. OTHER INFORMATION ITEM 5. OTHER INFORMATION SUBSEQUENT EVENTS None. ITEM 6. EXHIBITS Incorporated by Reference Exhibit No. Exhibit or Filed Herewith ----------- ------- ----------------- 31 Section 302 Certification of Chief Filed herewith Executive Officer and Chief Financial Officer 32 Section 906 Certification of Chief Executive Filed herewith Officer and Chief Financial Officer 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. October 20, 2010 North American Gold & Minerals Fund, Registrant By: /s/ Ronald Yadin Lowenthal ----------------------------------------------- Ronald Yadin Lowenthal, President, Chief Executive Officer, Principal Accounting Officer, and Chief Financial Officer & Director In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. October 20, 2010 North American Gold & Minerals Fund, Registrant By: /s/ Ronald Yadin Lowenthal ----------------------------------------------- Ronald Yadin Lowenthal, President, Secretary, Chief Executive Officer, Principal Accounting Officer and Chief Financial Officer & Director 18

Incorporated by Reference Exhibit No. Exhibit or Filed Herewith ----------- ------- ----------------- 3.1 Articles of Incorporation Incorporated by reference to the Form 8-K filed on 6/18/2010, File No. 333-141426 3.2 Bylaws Incorporated by reference to the Registration Statement on Form SB-2 filed with the SEC on 3/20/07, File No. 333-141426 31 Section 302 Certification of Chief Executive Filed herewith Officer and Chief Financial Officer 32 Section 906 Certification of Chief Executive Filed herewith Officer and Chief Financial Officer

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