News 
Market Data 
Discover
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
|
Followers
|
81
|
Posters
|
|
|
Posts (Today)
|
0
|
Posts (Total)
|
11564
|
|
Created
|
10/16/09
|
Type
|
Free
|
| Moderators | |||
NORTH AMERICAN GOLD & MINERALS FUND
Mr. Lowenthal is a specialist in Corporate Finance, in the structuring of IPO's and in fund raising for Mining Exploration Companies. From
1999, Mr. Lowenthal was a founding director of Incentive Holdings Ltd. and Incentive Securities Ltd., a South African based Financial
Services Group. From 1982 to 1999, Mr. Lowenthal served as a financial consultant and as the compliance officer to family owned, Lowenthal
& Co, a South African based Stock Broking, Corporate Finance and Fund Management company specializing in obtaining mining concessions
for exploration, and obtaining and assisting a significant number of Mining and other companies with their obtaining quotations on the
Johannesburg Stock Exchange. In 1971, Mr. Lowenthal earned a Masters of Business Administration degree from the Wharton Graduate
Division, University of Pennsylvania, USA and in 1969 earned a Bachelor of Arts (Hons) degree in International Relations from the University
of Sussex, England.
From 1972 to 1979, Mr. Lowenthal served as an International Merchant Banker with Scandinavian Bank in both London and in Singapore,
Amex Bank in both London and in Hong Kong, Rothschild Intercontinental Bank in both London and in Hong Kong and with European and
American Bank in New York. From 1979 to 1981, Mr. Lowenthal was involved in Diamond Mining and in Diamond Trading on an
International basis.
The un-audited financial statements for the three and nine month periods ended November 30, 2009
10q
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7044707
10k
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7363081
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=yLvnnCbBIGZH667OE4mJiQ%253d%253d&nt7=0
https://twitter.com/nagoldfund
http://nagoldfund.com/
http://www.investorpoint.com/stock/NMGL-North+American+Gold+Minerals+Fund.+New/sec-filings/
http://www.pinksheets.com/pink/quote/quote.jsp?symbol=nmg
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.
share structure, reduced in Aug 2010 see amendments;
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 and our outstanding share capital increased from 33,200,000 shares of common stock to 332,000,000 shares of common stock. 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 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.
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 February 10, 2010
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
AMENDMENT OF BAUMAN CONSULTING AGREEMENT.
On August 12, 2010 the Company entered into an amendment to the Consulting
Agreement with Frederick C. Bauman. The amendment is effective as of July 21,
2010 and requires Mr. Bauman 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 Mr. Bauman under the agreement.
AMENDMENT OF FLEXWELL FINANCE LIMITED CONSULTING AGREEMENT.
On August 12, 2010 the Company entered into an amendment to the Consulting
Agreement with Flexwell Finance Limited ("Flexwell"). The amendment is effective
as of July 21, 2010 and requires Flexwell 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 Flexwell under the agreement.
AMENDMENT OF LOWENTHAL EMPLOYMENT AND SERVICE AGREEMENT.
On August 12, 2010 the Company entered into an amendment to the Employment and
Service Agreement with Ronald Y. Lowenthal. The amendment is 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.
AMENDMENT OF TOPCAST MANAGEMENT LIMITED CONSULTING AGREEMENT.
On August 12, 2010 the Company entered into an amendment to the Consulting
Agreement with Topcast Management Limited ("Topcast"). The amendment is
effective as of July 21, 2010 and requires 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 Topcast under the agreement.
ITEM 8.01 OTHER EVENTS
==================================================================
We hold a total amount of 118,100,000 (One hundred and eighteen million one hundred thousand) restricted shares of ASPA Gold Corp. Common Stock representing 34.44% of the outstanding shares of Common Stock of ASPA Gold Corp. as at December 8, 2010. A Schedule 13D in respect in our stockholding in ASPA Gold Corp. will be filed in due course.
After this issue of additional shares of our Common Stock, our number of outstanding shares of Common Stock is 236,527,775.
ITEM 8.01 OTHER EVENTS
On December 9, 2010, we entered into a Share Exchange Agreement (the "RENS Share Exchange Agreement") with the holders of 24,400,000 (Twenty four million four hundred thousand) restricted shares of Common Stock of ASPA Gold Corp. ("ASPA Gold"), formerly known as Renaissance BioEnergy Inc., (OTC BB Ticker Symbol:
"RENS") pursuant to which we acquired these shares in exchange for 542,222 (Five hundred and forty two thousand two hundred and twenty two) newly issued restricted shares of our Common Stock. ASPA Gold Corp.'s assets include a 100% undivided interest in the 22 (Twenty two) unpatented placer Mining Claims, a 100% (One hundred percent) interest in 15 (Fifteen) unpatented lode mining claims and a Minerals & Mining Lease of 7 (Seven) patented Mining Claims included in the Oatman Gold Project. ASPA Gold Corp is positioned to become a far more substantial Gold & Exploration Company in the coming months.
On December 9, 2010 we entered into an agreement with ASPA Gold Corp. We agreed that, during the period from the date hereof until November 24, 2012 (the "Restricted Period"), we will not sell, alienate, pledge, assign, transfer, convey or in any way encumber any of the 24,400,000 (Twenty four million four hundred thousand) restricted shares of ASPA Gold Corp. Common Stock. For a period of 2 (Two) years following the end of the Restricted Period, we will not sell, alienate, pledge, assign, transfer, convey or in any way encumber more than 2,000,000 (Two million) shares of the restricted shares of ASPA Gold Corp. Common Stock during any consecutive period of 90 (ninety) days.
In our agreements with ASPA Gold Corp. we agreed that, during the period from the date hereof until November 24, 2012 (the "Restricted Period"), we will not sell, alienate, pledge, assign, transfer, convey or in any way encumber any of the 142,500,000 (One hundred and eighteen million one hundred thousand) restricted shares of ASPA Gold Corp. Common Stock held by ourselves. For a period of 2 (Two) years following the end of the Restricted Period, we will not sell, alienate, pledge, assign, transfer, convey or in any way encumber more than 2,000,000 (Two million) shares of the restricted shares of ASPA Gold Corp. Common Stock during any consecutive period of 90 (ninety) days.
We hold a total amount of 142,500,000 (One hundred forty two million five hundred thousand) restricted shares of ASPA Gold Corp. Common Stock representing 71.38% of the outstanding shares of Common Stock of ASPA Gold Corp. as at December 9, 2010. An amended Schedule 13D in respect in our stockholding in ASPA Gold Corp. was filed. We are now the controlling stockholder of ASPA Gold Corp.
After this issue of additional shares of our Common Stock, our number of outstanding shares of Common Stock is 237,069,997.
ITEM 8.01 OTHER EVENTS The Company has appointed Aspen Stock Transfer LLC of Las Vegas, Nevada as its Transfer Agent, effective August 9, 2010. The former Transfer Agent to the Company has provided all of the required data and information to the new Transfer Agent.
transfer agent Aspen Stock Transfer LLC of Las Vegas, Nevada as its Transfer Agent,
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7407108
Structure
| Shareholders: | 28 | (As of 2/28/2010) |
450mil authorized commons
8/12/2010
133,550,000 issued and outstanding shares of common stock.
8/12/2010
52,085,000 shares of Series A
Preferred Stock, par value $0.0001 per share
8/12/2010
62,630,000 shares of Series B
Preferred Stock, par value $0.0001 per share
Company is authorized to issue 1,000,000,000 shares of preferred stock
The Company's Series A Preferred Stock has liquidation and dividend preferences
that apply to future distributions from Bouse Gold Inc., a Wyoming corporation
("Bouse Gold"); the Series B Preferred Stock has liquidation and dividend
preferences that apply to future distributions from South Copperstone Inc., a
Wyoming corporation ("South Copperstone"). The liquidation preference of the
preferred stock is $16.00 per share for the Series A Preferred Stock and $2.20
per share for the Series B Preferred Stock. The annual non-cumulative dividend
preference for both Series A and Series B Preferred Stock is 3% of the
respective liquidation preference. Both the Series A and Series B Preferred
Stock may be redeemed by the Company at any time after January 1, 2011 at a cash
redemption price equal to the liquidation preference.
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
North American Gold & Minerals Fund (formerly Elko Ventures, Inc.)
(An Exploration Stage Company)
We have audited the accompanying balance sheets of North American Gold & Minerals Fund (formerly Elko Ventures, Inc.) (An Exploration
Stage Company) as of February 28, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit) and cash flows for
the years then ended and for the period from inception on February 5, 2007 through February 28, 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of North American Gold
& Minerals Fund (formerly Elko Ventures, Inc.) (An Exploration Stage Company) as of February 28, 2010 and 2009, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the years then ended and for the period from inception on February 5,
2007 through February 28, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which
raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in
Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888) 727-8251 Fax: (888) 782-2351
14
/s/ Seale and Beers, CPAs
-------------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
July 16,
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On August 6, 2010, the accounting firm of Seale and Beers, CPAs resigned as the Registrant's independent registered public accounting
firm. None of the reports of Seale & Beers, CPAs on the Company's financial statements for either of the past two years or subsequent interim
period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting
principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended February 28, 2009 a
going concern qualification in the registrant's audited financial statements.
During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Seale &
Beers, CPAs whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Seale & Beers CPAs' satisfaction, would have caused it to make reference to the subject matter of the
disagreement in connection with its report on the registrant's financial statements.
The registrant has requested that Seale & Beers, CPAs furnish it with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K.
b) On August 11, 2010, the registrant engaged Gruber & Company, LLC Certified Public Accountants as its independent registered public
accounting firm. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted
Gruber & Company, LLC Certified Public Accountants regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.
ITEM 9.01 EXHIBITS
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 hereunto duly authorized.
NORTH AMERICAN GOLD & MINERALS FUND
16.1 Letter from Seale & Beers, CPAs, dated August 12, 2010, to the
Securities and Exchange Commission regarding statements included in
this Form 8-K
DESCRIPTION OF PAYMASTER GOLD & SILVER PROPERTY
Our original mineral exploration property was the CAD 1 - 4 Claims, located in the Lone Mountain Mining District, Esmeralda County, Nevada. Management refocused this project on the Paymaster Mine, which was located about two miles south of the CAD claims and was available for the Company to acquire by staking. On September 19, 2009 we staked two lode mining claims known as the Paymaster #1 and the Paymaster #2 Claims. These mining claims cover 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 3,000 feet. 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.
DESCRIPTION OF YABA SILVER PROPERTY
The Yaba Silver Property is located on 40 acres of mining claims (two lode claims) on land administered by the US Forest Service (USFS) in the Yarber Wash Mining District, in Yavapai County, Arizona, about 15 miles south of Jerome.
There are two mines at Yaba Silver, the Tri-Metals Mine and the Gold Dot, the name of which suggests that the property may also have gold byproduct potential. There are shafts and adits, ranging from 65 feet to 285 feet.
The geology in the Yaba Silver Project area is similar in many respects to that in and about Jerome. In both cases the deposits were once thought to be replacement in origin. However, by the 1970's the theory had become generally accepted that the Jerome deposits were volcanogenic massive sulfide (VMS) deposits. Approximately 1.7 billion years ago seafloor volcanic activity built up successive layers of the country rock. Feeder vents (also called "black smokers") deposited massive copper sulfides and, later in the cycle, silica, silver and gold. The strata were later deformed to greenstone schist and tilted sharply so that today the dip is nearly vertical in many instances. Finally, portions of the preCambrian schist were covered with Tertiary volcanics. One difference is that the United Verde deposit at Jerome was principally hosted by quartz porphyry, while at Yaba the country rock is diorite.
The Company's plans for this Mine are to begin exploration with surface and underground rock chip sampling to confirm previously reported silver mineralization.
DESCRIPTION OF NORTH RAWHIDE GOLD PROPERTY
The North Rawhide Gold Project encompasses approximately 60 acres of mining claims (three lode claims) in the Owens Mining District in southern Mohave County, Arizona, on land administered by the Bureau of Land Management (BLM). Access is from Alamo Road. North Rawhide includes the historic North Rawhide and Copper Bluff Gold Mines, with numerous shafts, adits, bulldozer cuts and one small open pit.
Gold mineralization at North Rawhide is reportedly found in quartz veins and silicified breccia zones within the upper plate of the Buckskin Rawhide Detachment Fault, typically associated with copper oxide. The Buckskin Rawhide Detachment Fault is located a few hundred yards south of the North Rawhide #2 claim.
North Rawhide was previously included in a Phelps Dodge gold exploration project, which included geochemical and magnetic surveys, as well as preliminary drilling. Based on materials from the Phelps Dodge drill campaign that are in the public domain, undrilled Phelps Dodge targets included the North Rawhide area. The Company intends to pick up where Phelps Dodge left off and, following some preliminary geological work, resume drilling the property.
