North American Gold & Minerals Fund - FORM 10-K

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EX-32 - SECTION 906 CERTIFICATION - North American Gold & Minerals Fund	ex32.txt
EX-31 - SECTION 302 CERTIFICATION - North American Gold & Minerals Fund	ex31.txt

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

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2010

Commission file number 333-141426

NORTH AMERICAN GOLD & MINERALS FUND
(Exact Name of Registrant as Specified in Its Charter)

Nevada 20-8425158
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

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

(702) 635-8246
(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X ]

As of July 15, 2010, the registrant had 405,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of February 28, 2010.

NORTH AMERICAN GOLD & MINERALS FUND
TABLE OF CONTENTS

Page No.
--------
Part I

Item 1. Business 3
Item 1A. Risk Factors 7
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Securities Holders 11

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 8. Financial Statements and Supplementary Data 14
Item 9A. Controls and Procedures 28

Part III

Item 10. Directors and Executive Officers 29
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 33
Item 13. Certain Relationships and Related Transactions 34
Item 14. Principal Accounting Fees and Services 34

Part IV

Item 15. Exhibits 34

Signatures 35

PART I

ITEM 1. BUSINESS

GENERAL INFORMATION

We were incorporated in Nevada on February 5, 2007 under the name Elko Ventures
Inc. to engage in the business of acquisition, exploration and development of
natural resource properties.

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 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 $0.001per share. All
amounts of shares presented on these financial statements are reflected on
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.

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.
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 (as 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. 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.

9. 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

common stock. The forward stock split became 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 was 65687T 208.

10. On November 1, 2009, we acquired the Yaba Silver Mine pursuant to an
agreement (the "Yaba Acquisition Agreement") with Searchlight Exploration, LLC,
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.

11. 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.

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.

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claims.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover. We will be subject to

competition and unforeseen limited sources of supplies in the industry in the
event spot shortages arise for supplies such as dynamite, and certain equipment
such as bulldozers and excavators that we will need to conduct exploration. If
we are unsuccessful in securing the products, equipment and services we need we
may have to suspend our exploration plans until we are able to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

Except for the acquisition of the Yaba Silver and North Rawhide Gold properties
reported above, there have been no material reclassifications, mergers,
consolidations, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

COMPLIANCE WITH GOVERNMENT REGULATION

Our exploration programs in Nevada and Arizona are subject to state and federal
regulations regarding environmental considerations. All operations involving the
exploration for the production of minerals are subject to existing laws and
regulations relating to exploration procedures, safety precautions, employee
health and safety, air quality standards, pollution of streams and fresh water
sources, odor, noise, dust and other environmental protection controls adopted
by federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
States, may require substantial increases in equipment and operating costs and
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.

The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright ongoing basis.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.

NUMBER OF EMPLOYEES

Our only employee is our officer, Ronald Yadin Lowenthal, who currently devotes
approximately 20% of his time to company matters but he will devote as much time
as the board of directors determines is necessary to manage the affairs of the
company.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.

ITEM 1A. RISK FACTORS

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

As of February 28, 2010, we had no cash. Our current operating funds are less
than necessary to complete all intended exploration of the Paymaster, Yaba and
North Rawhide claims, and therefore we will need to obtain additional financing
in order to complete our business plan. We currently have limited operations and
we have no income.

Our business plan calls for significant expenses in connection with the
exploration of the Paymaster, Yaba and North Rawhide claims. We will need
additional funds to complete any additional recommended exploration. Even after
completion of the first phase of exploration, we will not know if we have a
commercially viable mineral deposit.

We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required.

WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, BUT WE FACE A HIGH RISK OF
BUSINESS FAILURE.

We intend to carry out the first phase of our exploration on the Paymaster, Yaba
and North Rawhide. However, we have no way to evaluate the likelihood that our
business will be successful. We were incorporated on February 5, 2007 and to
date have been involved primarily in organizational activities, the acquisition
of our interests in the mining claims and planning the first phase of the
recommended exploration program. We have not earned any revenues as of the date
of this prospectus. Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral property that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from development of the Paymaster,
Yaba and North Rawhide claims and the production of minerals from the claims, we
will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral property containing economic mineralization or
reserves of base metals is uncertain. Exploration for minerals is a speculative
venture necessarily involving substantial risk. While past work by others has
reportedly encountered gold at all three properties, in all probability, the
Paymaster, Yaba and North Rawhide claims will not contain any economic reserves
that can be mined at a profit and funds that we spend on exploration will be
lost. As well, problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFIT IN THE FUTURE.

The report of our independent accountant on our audited financial statements for
the fiscal years ended February 28, 2010 and 2009 indicates that there are a
number of factors that raise substantial doubt about our ability to continue as
a going concern. Such factors identified in the report are that we have not yet
established an ongoing source of revenue sufficient to cover our operating costs
and our dependence upon obtaining adequate capital to fund operating losses. If
we are not able to continue as a going concern, it is likely investors will lose
all of their investments.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE PAYMASTER,
YABA AND NORTH RAWHIDE CLAIMS, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE
COMMERCIAL PRODUCTION.

The Paymaster, Yaba and North Rawhide do not contain any proven or probable
bodies of mineralization. If our exploration programs are successful in
establishing gold and silver of commercial tonnage and grade, we will require
additional funds in order to place the these claims into commercial production.
We may not be able to obtain such financing.

BECAUSE OUR SOLE DIRECTOR AND OFFICER HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Ronald Y. Lowenthal, intends to devote approximately 20% of
his business time providing his services to us. While he presently possesses
adequate time to attend to our interests, it is possible that the demands on Mr.
Lowenthal from his other obligations could increase with the result that he
would no longer be able to devote sufficient time to the management of our
business.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.

There is currently only a limited market for our common stock and no certainty
that an active and liquid market will develop. While our common stock is quoted
on the OTC Bulletin Board, a quotation medium for subscribing FINRA members
(ticker symbol "NMGL.OB"), an active market has not yet developed in our common
stock. upon our becoming a reporting entity under the Securities Exchange Act of
1934 (the "Exchange Act"). If an active and liquid market is never developed for
our shares, it will be difficult for shareholders to sell their stock. In such a
case, shareholders may find that they are unable to achieve benefits from their
investment.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH
SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS AND OPERATING RESULTS.

It may be time consuming, difficult and costly for us to develop and implement
the additional internal controls, processes and reporting procedures required by
the Sarbanes-Oxley Act. We may need to hire additional financial reporting,
internal auditing and other finance staff in order to develop and implement
appropriate additional internal controls, processes and reporting procedures. If

we are unable to comply with these requirements of the Sarbanes-Oxley Act, we
may not be able to obtain the independent accountant certifications that the
Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of
the Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material weaknesses in our internal controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause investors to lose confidence in our reported financial information and
have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations,
beginning with our report on Form 10-K for our fiscal year ending February 28,
2011, we will be required to include an attestation report by an independent
registered accountant on our internal controls over financial reporting. We have
begun the process of documenting and testing our internal control procedures in
order to satisfy these requirements, which is likely to result in increased
general and administrative expenses and may shift management time and attention
from revenue-generating activities to compliance activities. While our
management is expending significant resources in an effort to complete this
important project, there can be no assurance that we will be able to achieve our
objective on a timely basis. There also can be no assurance that our auditors
will be able to issue an unqualified opinion on management's assessment of the
effectiveness of our internal control over financial reporting. Failure to
achieve and maintain an effective internal control environment or complete our
Section 404 certifications could have a material adverse effect on our stock
price.

In addition, in connection with our on-going assessment of the effectiveness of
our internal control over financial reporting, we may discover "material
weaknesses" in our internal controls as defined in standards established by the
Public Company Accounting Oversight Board, or the PCAOB. A material weakness is
a significant deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected. The
PCAOB defines "significant deficiency" as a deficiency that results in more than
a remote likelihood that a misstatement of the financial statements that is more
than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified
personnel and adopt and implement policies and procedures to address any
material weaknesses that we identify. However, the process of designing and
implementing effective internal controls i a continuous effort that requires us
to anticipate and react to changes in our business and the economic and
regulatory environments and to expend significant resources to maintain a system
of internal controls that is adequate to satisfy our reporting obligations as a
public company. We cannot assure you that the measures we will take will
remediate any material weaknesses that we may identify or that we will implement
and maintain adequate controls over our financial process and reporting in the
future.

Any failure to complete our assessment of our internal control over financial
reporting, to remediate any material weaknesses that we may identify or to
implement new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations or result in material misstatements in our financial
statements. Any such failure could also adversely affect the results of the

periodic management evaluations of our internal controls and, in the case of a
failure to remediate any material weaknesses that we may identify, would
adversely affect the annual auditor attestation reports regarding the
effectiveness of our internal control over financial reporting that are required
under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could
also cause investors to lose confidence in our reported financial information,
which could have a negative effect on the trading price of our common stock.

ITEM 2. PROPERTIES

We do not currently own any property. We operate without dedicated office
facilities and, to conserve cash, use a commercial service for receipt of mail
and handling of telephone inquiries. We currently have no investment policies as
they pertain to real estate, real estate interests or real estate mortgages.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders during the
years ended February 28, 2010 and 2009. All shareholder approval of corporate
actions was done by consent.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since September 20, 2007 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board. The present symbol is NMGL. There has been no
active trading market and thus no high and low sales prices to report.

SHARES AVAILABLE UNDER RULE 144

As of July 15, 2010 there were 345,000,000 shares of common stock that are
considered restricted securities under Rule 144 of the Securities Act of 1933.
In general, under Rule 144 as amended, a person who has beneficially owned and
held restricted securities for at least six months, including affiliates, may
sell publicly without registration under the Securities Act, within any
three-month period, assuming compliance with other provisions of the Rule, a
number of shares that do not exceed the greater of(i) one percent of the common
stock then outstanding or, (ii) the average weekly trading volume in the common
stock during the four calendar weeks preceding such sale.

HOLDERS

As of July 15, 2010, we have 405,000,000 Shares of $0.001 par value common stock
issued and outstanding held by 28 shareholders of record.

The stock transfer agent for our securities is Holladay Stock Transfer, 2939
North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

We have generated no revenue since inception and have incurred $190,138 in
expenses through February 28, 2010. For the year ended February 28, 2010 we
incurred operating expenses of $142,343. For the same period ended February 28,
2009 we had operating expenses of $24,757.

Our cash in the bank at February 28, 2010 was over drawn by $10, with total
assets being $0. Our outstanding liabilities were $15,269. Cash provided by
financing activities since inception through February 28, 2010 is 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. These securities were issued to 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 to raise $60,000.

3. We have received loans totaling $144 from a related party as of
February 28, 2010.

PLAN OF OPERATIONS

Our Plan of Operations over the next 12 months is to conduct mineral exploration
activities at Paymaster, Yaba and North Rawhide in order to begin to assess
whether each property possesses economic reserves of gold, silver or other
precious or base metals.
This is anticipated to cost $75,000, which will meet our minimum annual
expenditure requirements of $25,000 for each of Yaba and North Rawhide and also
provide $25,000 for preliminary work at Paymaster. We expect to fund this work
through additional loans from certain our shareholders.

While past sampling and drilling by others has reportedly found gold or silver
mineralization on each property, we have not yet determined that this
mineralization is economic and can be mined at a profit. Our exploration program
is intended to search for an economic mineral deposit. We plan to begin our
first phase of exploration during 2010. Once we have completed the first phase
of exploration for a property, we will make a decision as to whether or not we
proceed with the next phase for that property based upon our analysis of the
results of that program.

Mineral property exploration is typically conducted in phases. Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration. We intend to complete the initial
phase of exploration on each of our three properties during 2010. Once
completed, we will make a decision as to whether or not we proceed with the next
phase based upon our analysis of the results of that program. Our director will
make this decision based upon the recommendations of the independent geologist
that we will retain to oversee the program and record the results.

Our plan of operation is to continue exploration work on the Paymaster, Yaba and
North Rawhide claims, subject to review of the results from the first phase of
exploration, in order to ascertain whether they possess economic quantities of
gold. There can be no assurance that an economic mineral deposit exists on any
of our mining claims until appropriate exploration work is completed.

Even if we complete our proposed exploration programs on the Paymaster, Yaba and
North Rawhide claims and we are successful in identifying a mineral deposit, we
will have to spend substantial funds on further drilling and engineering studies
before we will know if we have a commercially viable mineral deposit.

We do not intend to purchase any significant property or equipment, nor incur
any significant changes in employees during the next 12 months.

GOING CONCERN

We are an exploration stage company and currently have no operations. Our
independent auditor has issued an audit opinion which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 8. FINANCIAL STATEMENTS

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.

/s/ Seale and Beers, CPAs
-------------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
July 16, 2010

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888) 727-8251 Fax: (888) 782-2351

NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------

As of As of
February 28, February 28,
2010 2009
---------- ----------

ASSETS

CURRENT ASSETS
Cash $ -- $ 27,350
Deposits -- 235
---------- ----------
TOTAL CURRENT ASSETS -- 27,585
---------- ----------

TOTAL OTHER ASSETS -- --
---------- ----------

TOTAL ASSETS $ -- $ 27,585
========== ==========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Bank Overdraft 10 --
Accounts Payable 15,115 3,380
Loan - Related Party 144 --
---------- ----------
TOTAL CURRENT LIABILITIES 15,269 3,380

TOTAL LIABILITIES 15,269 3,380
---------- ----------

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 450,000,000
shares authorized; 405,000,000 and 132,000,000 shares issued and
outstanding as of February 28, 2010 and February 28, 2009, respectively) 259,946 132,000
Additional paid-in capital (85,077) (60,000)
Deficit accumulated during exploration stage (190,138) (47,795)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (15,269) 24,205
---------- ----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ 27,585
========== ==========

The Accompanying Notes are an Integral Part of These Financial Statements

NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------

February 5, 2007
(inception)
Year ended Year ended through
February 28, February 28, February 28,
2010 2009 2010
------------ ------------ ------------

REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --

OPERATIONG EXPENSES
Mineral Exploration Expense -- 13,361 21,111
Office and Administration 22,610 3,568 33,132
Consulting - Related Party 21,438 -- 21,438
Provision for Payroll 8,431 -- 8,431
Professional Fees 16,863 7,827 33,026
Impairment of Assets 73,000 -- 73,000
------------ ------------ ------------
TOTAL OPERATING EXPENSES (142,343) (24,757) (190,138)
------------ ------------ ------------

NET INCOME (LOSS) $ (142,343) $ (24,757) $ (190,138)
============ ============ ============

BASIC EARNINGS PER SHARE $ (0.00) $ (0.00)
============ ============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 174,236,808 132,000,000
============ ============

The Accompanying Notes are an Integral Part of These Financial Statements

NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From February 5, 2007 (Inception) through February 28, 2010
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

BALANCE, FEBRUARY 5, 2007 -- $ -- $ -- $ -- $ --

Stock issued for cash on February 5,
2007 @ $0.000167 per share 72,000,000 72,000 (60,000) -- 12,000

Net loss, February 28, 2007 -- -- -- (7,515) (7,515)
----------- -------- -------- --------- ---------
BALANCE, FEBRUARY 28, 2007 72,000,000 72,000 (60,000) (7,515) 4,485
=========== ======== ======== ========= =========
Stock issued for cash on June 28, 2007
@ $0.001 per share 60,000,000 60,000 -- -- 60,000

Net loss, February 29, 2008 -- -- -- (15,524) (15,524)
----------- -------- -------- --------- ---------
BALANCE, FEBRUARY 29, 2008 132,000,000 $132,000 (60,000) (23,039) 48,961
=========== ======== ======== ========= =========
Net loss, February 28, 2009 -- -- -- (24,757) (24,757)
----------- -------- -------- --------- ---------
BALANCE, FEBRUARY 28, 2009 132,000,000 132,000 (60,000) (47,795) 24,205
=========== ======== ======== ========= =========
Stock issued for management signing bonus on
August 18, 2009 @ $0.0001 per share (note 4) 20,000,000 20,000 (18,000) -- 2,000

Stock issued for management/consulting services
during period ended February 28, 2010 (note 4) 180,000,000 -- -- -- --

Recognition of prior Stock issued for
management/consulting services during period
ended February 28, 2010 @ $0.0001 per share (note 4) -- 7,863 (7,077) -- 786

Stock issued for Yaba Silver Mine on
November 1, 2009 @ $0.001 per share 33,000,000 33,000 -- -- 33,000

Stock issued for North Rawhide Gold Mine on
November 2, 2009 @ $0.001 per share 40,000,000 40,000 -- -- 40,000

Recognition of prior Stock issued for
management/consulting services during period
ended February 28, 2010 @ $0.001 per share (note 4) -- 27,083 -- -- 27,083

Net loss, February 28, 2010 -- -- -- (142,343) (142,343)
----------- -------- -------- --------- ---------
BALANCE, FEBRUARY 28, 2010 405,000,000 $259,946 $(85,077) $(190,138) $ (15,269)
=========== ======== ======== ========= =========

Note: On Janaury 31, 2008 the Company effected a 3 for 1 forward split of
its 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. On October 15, 2009 the Company effected a 10
for 1 forward split of its share capital such that every one share of
common stock issued and outstanding prior to the split was exchanged
for 10 post-split shares of common stock. These forward splits have
been retro-actively applied to all previous periods.

The Accompanying Notes are an Integral Part of These Financial Statements

NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------

February 5, 2007
(inception)
Year ended Year ended through
February 28, February 28, February 28,
2010 2009 2010
--------- --------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(142,343) $ (24,757) $(190,138)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Payroll 8,431 -- 8,431
Consulting - Related Party 21,438 -- 21,438

Changes in operating assets and liabilities:
(Increase) Decrease in Deposits 235 (235) --
Increase (Decrease) in Bank Overdraft 10 -- 10
Increase (Decrease) in Due to a Director -- (1,200) --
Increase (Decrease) in Accounts Payable 11,735 1,880 15,115
Impairment of Assets 73,000 -- 73,000
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (27,494) (24,312) (72,144)

CASH FLOWS FROM INVESTING ACTIVITIES
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --

CASH FLOWS FROM FINANCING ACTIVITIES
Loan - Related Party 144 -- 144
Issuance of common stock -- -- 13,200
Additional paid-in capital -- -- 58,800
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 144 -- 72,144
--------- --------- ---------

NET INCREASE (DECREASE) IN CASH (27,350) (24,312) --

CASH AT BEGINNING OF PERIOD 27,350 51,661 --
--------- --------- ---------

CASH AT END OF PERIOD $ -- $ 27,350 $ --
========= ========= =========

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

In fiscal year 2009 the Company issued 26,881,725 in relation to prepaid
consulting agreements valued at $21,438, 20,000,000 shares as a signing bonus to
management valued at $2,000, 8,064,510 shares in compensation for management
valued at $6,431 and 73,000,000 shares for the acquistion of 2 mines valued at
$73,000.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
Interest $ -- $ -- $ --
========= ========= =========
Income Taxes $ -- $ -- $ --
========= ========= =========

The Accompanying Notes are an Integral Part of These Financial Statements

NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2010
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

NORTH AMERICAN GOLD & MINERALS FUND (f/k/a Elko Ventures Inc. the "Company") was
incorporated under the laws of the State of Nevada on February 5, 2007. The
Company was formed to engage in the acquisition, exploration and development of
natural resource properties.

The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited exploration activities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a February 28, year-end.

B. BASIC EARNINGS PER SHARE

ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share because there are no dilutive items in
the Company.

C. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in banks, money market funds, and
certificates of term deposits with maturities of less than three months from
inception, which are readily convertible to known amounts of cash and which, in
the opinion of management, are subject to an insignificant risk of loss in
value. The Company had $(10) and $27,350 in cash and cash equivalents at
February 28, 2010 and February 28, 2009, respectively.

The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances up to
$100,000 through October 13, 2008. As of October 14, 2008 all non-interest
bearing transaction deposit accounts at an FDIC-insured institution, including
all personal and business checking deposit accounts that do not earn interest,
are fully insured for the entire amount in the deposit account. This unlimited
insurance coverage is temporary and will remain in effect for participating
institutions until December 31, 2009.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

All other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC
deposit insurance for all deposit accounts, except for certain retirement
accounts, returned to at least $100,000 per depositor.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.

E. INCOME TAXES

Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

F. ADVERTISING COSTS

The Company's policy regarding advertising is to expense advertising when
incurred. The Company had not incurred any advertising expense for the fiscal
years ended February 28, 2010 and 2009.

G. REVENUE AND COST RECOGNITION

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.

H. NEW 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 3. 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.

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 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 has agreed to issue 50,000,000 post-split
restricted common shares. Mr. Bauman has 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.
Through the fiscal year ended February 28, 2010 and 2009, 8,960,575 and 0 shares
were issued pursuant to this agreement for a total value of $7,146 and $0
respectively.

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 has agreed
to issue 50,000,000 post-split restricted common shares. Flexwell Finance

NOTE 4. CONSULTING AGREEMENTS (CONTINUED)

Limited has 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. Through the fiscal year ended
February 28, 2010 and 2009, 8,960,575 and 0 shares were issued pursuant to this
agreement for a total value of $7,146 and $0 respectively.

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 has agreed
to issue 50,000,000 post-split restricted common shares. Topcast Management
Limited has 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. Through the fiscal year ended
February 28, 2010 and 2009, 8,960,575 and 0 shares were issued pursuant to this
agreement for a total value of $7,146 and $0 respectively.

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 has 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 has 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. Through the fiscal year ended February 28, 2010
and 2009, 28,064,510 and 0 shares were issued pursuant to this agreement,
including 20,000,000 shares reflecting the signing bonus, for a total value of
$8,431 and $0 respectively.

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."

NOTE 4. CONSULTING AGREEMENTS (CONTINUED)

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 entry until the services are performed. At that point, the appropriate
expense is debited and the appropriate capital accounts are credited.

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 Flexwell
Ronald Y. Frederick C. Management Finance
Lowenthal Bauman Limited Limited
--------- ------ ------- -------

May 31, 2010 $3,750 $4,167 $4,167 $4,167
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

Due to the size of all the agreements previously discussed, there is a
potentially substantial dilution 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.

NOTE 5. ACQUISITION OF MINES

On November 1, 2009, the Company acquired the Yaba Silver Mine pursuant to an
agreement with Searchlight Exploration, LLC, 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 the Company's restricted common stock, as well as a 5%
(Five percent) net smelter returns royalty and a 5% (Five percent) net profit
interest.

On November 2, 2009, the Company acquired an undivided fifty (50%) percent
interest in the North Rawhide Gold Mine pursuant to an 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 the Company's restricted common stock, as
well as a 5% (Five percent) net smelter returns royalty and a 5% (Five percent)
net profit interest.

Pursuant to ASC No. 360-10-15, "Impairment or Disposal of Long-Lived Assets", a
charge to operating costs of $73,000 was recorded. The charge included the
impairment of the Yaba Silver Mine and the North Rawhide Gold Mine due to the
lack of funds needed to further develop the mines and hence the lack any future
expected cash flows.

NOTE 6. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock.

NOTE 7. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. Between March
1, 2007 and September 31, 2008 the Company paid a director $100 per month for
use of office space and services. These funds accrued as a payable "Due to a
Director" but when the director resigned, he was no longer considered an
affiliate and the accrued payable was reclassified as an "Account Payable."

In August 2009 the Company signed one management agreement with the sole officer
and director of the Company and 3 consulting agreements with various parties.
Due to the size of the share issuances under these 3 agreements, each of these
parties is deemed to be an affiliate and related party. The agreements are
provided in more detail in Note 4 above.

NOTE 7. RELATED PARTY TRANSACTIONS (CONTINUED)

The sole officer and director of the Company is involved in other business
activities and may, in the future, become involved in other business
opportunities as they become available. Thus he may face a conflict in selecting
between the Company and his other business interests. The Company has not
formulated a policy for the resolution of such conflicts.

NOTE 8. INCOME TAXES

As of As of
February 28, February 28,
2010 2009
--------- ---------
Deferred tax assets:
Net operating tax carryforwards $ 190,138 $ 47,795
Estimated tax rate 34% 34%
--------- ---------
Gross deferred tax assets 64,647 16,250
Valuation allowance (64,647) (16,250)
--------- ---------

Net deferred tax assets $ 0 $ 0
========= =========

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.

As of February 28, 2010 and 2009, the Company has a net operating loss
carryforwards of approximately $190,138 and $47,795. Net operating loss
carryforward expires twenty years from the date the loss was incurred.

NOTE 9. LOAN - RELATED PARTY

Angel Vest, LLC has provided an initial amount of US$250,000 in respect of a
Loan Facility to North American Gold & Minerals Fund. This facility is
unsecured, interest free and is only repayable by North American Gold & Minerals
Fund from the proceeds of its first placement of shares of cash in the amount of
US$10,000,000; in and during 2010. Should this placement of shares of Common
Stock by North American Gold & Minerals Fund take place at a later date, these
funds would only become repayable to Angel Vest, LLC at that later date. Angel
Vest, LLC is owned by a related party to the Company. As of February 28, 2010
and 2009 the Company owed $144 and $0 to Angel Vest, LLC, respectively.

NOTE 10. STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.

On February 5, 2007 the Company issued a total of 72,000,000 shares of common
stock to one director for cash at $0.000167 per share for a total of $12,000.

On June 28, 2007 the Company completed its SB-2 registered offering and issued a
total of 60,000,000 shares of common stock to 27 unrelated third parties for
cash at $0.001 per share for a total of $60,000.

On January 31, 2008 the Company effected a one (1) old for three (3) new forward
stock split of its 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 number of shares referred to in the previous
paragraphs is post-split number of shares. 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.

On August 18, 2009 the Company issued a total of 20,000,000 shares of common
stock to one director as a signing bonus pursuant to the management agreement
detailed in note 4, valued at $.0001 per share for a total of $2,000.

On October 12, 2009, the Company effected a one (1) old for ten (10) new forward
stock split of its share capital such that every one share of common stock
issued and outstanding prior to the split was exchanged for ten post-split
shares of common stock. The number of shares referred to in the previous
paragraphs is post-split number of shares. 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. All share amounts have been retroactively adjusted for all periods
presented.

On November 1, 2009 the Company issued a total of 33,000,000 shares of common
stock to 4 parties for the acquisition of the Yaba Silver Mine valued at $.001
per share for a total of $33,000.

On November 2, 2009 the Company issued a total of 40,000,000 shares of common
stock to 3 parties for the acquisition of 50% of the North Rawhide Gold Mine
valued at $.001 per share for a total of $40,000.

NOTE 10. STOCK TRANSACTIONS (CONTINUED)

During the year ended February 28, 2010 the Company issued a total of 34,946,235
shares of common stock to management and consultants for salaries and consulting
fees pursuant to the agreements detailed in Note 4 totalling $27,870. The
individual share issuances are listed in the table below:

Topcast Flexwell
Ronald Y. Frederick C. Management Finance
Lowenthal Bauman Limited Limited
--------- ------ ------- -------

Quarter ended May 31, 2009 0 0 0 0
Quarter ended August 31, 2009 564,510 627,240 627,240 627,240
Quarter ended November 30, 2009 3,750,000 4,166,668 4,166,668 4,166,668
February 28, 2010 3,750,000 4,166,667 4,166,667 4,166,667

As there have been substantial share issuances to management and related parties
pursuant to the management and consulting agreements, any dividends that the
Company may decide to issue in the future will have been diluted to any non
related shareholders.

As of February 28, 2010 the Company had 405,000,000 shares of common stock
issued and outstanding, of which 145,053,765 shares are treated as unissued
until earned pursuant to ASC 505-50-S99-1. All 405,000,000 shares issued and
outstanding carry full voting rights.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after February
28, 2010 up through date the Company issued these financial statements. During
this period, the Company did not have any material recognizable subsequent
events.

ITEM 9A. 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 (our
president), 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 Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures. A
material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of February 28, 2010, based on the framework set forth
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

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 for our fiscal year ended February 28,
2010 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTOR AND EXECUTIVE OFFICER

The officer and director of North American Gold & Minerals Fund, whose one year
terms will expire 3/1/11, or at such a time as their successor(s) shall be
elected and qualified are as follows:

Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------

Ronald Yadin Lowenthal 62 President, 7/22/2009 3/01/2011
848 N Rainbow Blvd #3003 Treasurer,
Secretary,
CFO, CEO &
Sole Director

The Company has no promoters, as that term is defined in the rules and
regulations promulgated under the Securities and Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

Mr. Lowenthal currently devotes approximately 20% of his time to company
matters. He will devote as much time as the board of directors deems necessary
to manage the affairs of the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

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.

SIGNIFICANT EMPLOYEES

We have no significant employees other than the officers and directors described
above.

STOCK OPTION GRANTS

We have not granted any stock options to the executive officers since our
inception.

CONSULTING AGREEMENTS

On August 18, 2009, we entered into a 5 year service agreement with Mr. Ronald
Yadin Lowenthal; our President and Chief Executive Officer. As compensation
under the agreement, we have agreed to issue 3,000,000 restricted shares of our
common stock. Mr. Lowenthal has agreed that these 3,000,000 restricted shares of
our 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, we have agreed to issue 2,000,000 restricted shares of our common stock
to Mr. Lowenthal. Mr. Lowenthal has agreed that these 2,000,000 restricted
shares of our 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 18, 2009, we entered into a consulting agreement with Mr. Frederick
C.Bauman. The consulting agreement is for a term of three years. We have
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, we have agreed to issue 5,000,000 restricted common shares of our
company. Mr. Bauman has agreed that these 5,000,000 restricted shares of our
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 18, 2009, we entered into a consulting agreement with Flexwell Finance
Limited. The consulting agreement is for a term of three years. We have 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, we have agreed to issue 5,000,000
restricted common shares of our company. Flexwell Finance Limited has agreed
that these 5,000,000 restricted shares of our 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 18, 2009, we entered into a consulting agreement with Topcast
Management Limited. The consulting agreement is for a term of three years. We
have 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, we have agreed to issue 5,000,000
restricted common shares of our company. Topcast Management Limited has agreed
that these 5,000,000 restricted shares of our 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.

CONFLICTS OF INTEREST

Although Mr. Lowenthal does work with other mineral exploration companies other
than ours. We do not have any written procedures in place to address conflicts
of interest that may arise between our business and the future business
activities of Mr. Lowenthal.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not presently have a separately constituted audit committee, compensation
committee, nominating committee, executive committee or any other committees of
our board of directors. As such, Mr. Lowenthal acts in those capacities as our
sole director.

AUDIT COMMITTEE FINANCIAL EXPERT

Mr. Lowenthal is our sole director and does not qualify as an "audit committee
financial expert." We believe that the cost related to retaining such a
financial expert at this time is prohibitive. Further, because we are in the
start-up stage of our business operations, we believe that the services of an
audit committee financial expert are not warranted at this time.

ROLE AND RESPONSIBILITIES OF THE BOARD

The Board of Directors oversees the conduct and supervises the management of our
business and affairs pursuant to the powers vested in it by and in accordance
with the requirements of the REVISED STATUTES OF NEVADA. The Board of Directors
holds regular meetings to consider particular issues or conduct specific reviews
whenever deemed appropriate.

The Board of Directors considers good corporate governance to be important to
the effective operations of the Company. Our directors are elected at the annual
meeting of the stockholders and serve until their successors are elected or
appointed.
Officers are appointed by the Board of Directors and serve at the discretion of
the Board of Directors or until their earlier resignation or removal.

We presently do not pay our directors or executive officers any salary or
consulting fees and do not anticipate paying them any compensation during the
next 12 months in their capacities as directors and officers.

There are no family relationships among directors or executive officers of the
Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and any persons owning ten percent or more of the Company's common stock or any
class of the Company's preferred stock, to file in their personal capacities
initial statements of beneficial ownership, statements of changes in beneficial
ownership and annual statements of beneficial ownership with the SEC. Persons
filing such beneficial ownership statements are required by SEC regulation to
furnish the Company with copies of all such statements filed with the SEC. The
rules of the SEC regarding the filing of such statements require that "late
filings" of such statements be disclosed by the Company. Based solely on the
Company's review of any copies of such statements received by it, and on written
representations from the Company's existing directors and officers that no
annual statements of beneficial ownership were required to be filed by such
persons, the Company believes that all such statements were timely filed in
2009, except for Forms 3 and 4, which were inadvertently filed late by each of
the directors, officers and 10%+ shareholders reported in Item 12 below.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------

Ronald Y. 2010 0 0 $8,431 0 0 0 0 $8,431
Lowenthal,
President,
CEO,
Secretary,
Treasurer
and Director

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Not applicable

DIRECTOR COMPENSATION

Not applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Amount of
beneficial
Title of Class Name of beneficial owner ownership Percent of class
-------------- ------------------------ --------- ----------------

Common stock Ronald Y. Lowenthal 50,000,000 12.35%

Common stock All officers and directors as a group
that consists of one person 50,000,000 12.35%

Common stock Abaxis, Inc. 23,100,000 5.70%

Common stock Amstart Investment Group Limited 22,000,000 5.43%

Common stock Frederick C Bauman 50,000,000 12.35%

Common stock Flexwell Finance Limited 50,000,000 12.35%

Common stock Topcast Management Limited 50,000,000 12.35%

Common stock David Wolfin 72,000,000 17.78%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 5, 2007, a total of 72,000,000 shares of Common Stock were issued to
Mr. Wolfin, a director of the company at that time, in exchange for $12,000 US.

On August 18, 2009, a total of 50,000,000 shares of Common Stock were issued to
Mr. Lowenthal, a director of the company, pursuant to the terms of his Service
Agreement.

All of such shares are "restricted" securities, as that term is defined by the
Securities Act of 1933, as amended, and are held by a former officer and
director of the company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services were $10,500, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended February 28, 2010.

For the year ended February 29, 2009, the total fees charged to the company for
audit services were $7,500, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.

PART IV

ITEM 15. EXHIBITS

Incorporated by Reference
Exhibit No. Exhibit or Filed Herewith
----------- ------- -----------------

3.1 Amended and Restated Articles of Incorporation (Incorporated by reference to Form 8-K
filed on June 17, 2010, File No. 333-141426.)

3.2 Bylaws (Incorporated by reference to the Registration
Statement on Form SB-2 filed with the SEC on
March 20, 2007, File No. 333-141426)

10.1 Yaba Silver Mine Acquisition Agreement dated (Incorporated by reference to Form 8-K filed
November 1, 2009 on November 2, 2009, File No. 333-141426)

10.2 Interest In North Rawhide Gold Mine Acquisition
Agreement dated November 2, 2009 (Incorporated by reference to Form 8-K
filed on November 2, 2009, File No. 333-141426)

10.3 Services Agreement of Ronald Y. Lowenthal dated (incorporated by reference to Form 8-K filed
August 18, 2009 August 24, 2009, 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

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Las Vegas, state
of Nevada.

July 16, 2010 North American Gold & Minerals Fund, Registrant

By: /s/ Ronald Yadin Lowenthal
------------------------------------------------------------
Ronald Yadin Lowenthal, President, Chief Executive Officer,
Principal Accounting Officer, Chief Financial Officer
& Sole 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.

July 16, 2010 North American Gold & Minerals Fund, Registrant

Attached files

North American Gold & Minerals Fund Reports

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