Fortress Financial Group fka FFGO

[Texan77]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 8, 2010


NORTH AMERICAN GOLD & MINERALS FUND
(Exact name of registrant as specified in its charter)

Nevada 333-141426 N/A
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

848 N. Rainbow Blvd. # 3003, Las Vegas, NV 89107
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code [phone]

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

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.


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


/s/ Ronald Yadin Lowenthal
-----------------------------------
Ronald Yadin Lowenthal
President and Director

September 8, 2010