Attached files

                                  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) August 12, 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)

                                 (702) 635-8146
              (Registrant's telephone number, including area code)

                                       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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
          YEAR

On August 12, 2010, the Company's  Board of Directors  approved a Certificate of
Designations,  Preferences and Rights of Series A Preferred Stock for 52,085,000
shares of Series A Preferred Stock and a Certificate of Designation,  Rights and
Preferences of Series B Preferred Stock for 62,630,000 shares of Series B Common
Stock. Both of the Certifications have been filed by the Company with the Nevada
Secretary of State.

The Company's Series A Preferred Stock has liquidation and dividend  preferences
that apply to future  distributions from Bouse Gold Inc., a Wyoming  corporation
("Bouse  Gold");  the Series B  Preferred  Stock has  liquidation  and  dividend
preferences that apply to future  distributions  from South  Copperstone Inc., a
Wyoming corporation  ("South  Copperstone").  The liquidation  preference of the
preferred  stock is $16.00 per share for the Series A Preferred  Stock and $2.20
per share for the Series B Preferred Stock. The annual  non-cumulative  dividend
preference  for  both  Series  A and  Series  B  Preferred  Stock  is 3% of  the
respective  liquidation  preference.  Both the Series A and  Series B  Preferred
Stock may be redeemed by the Company at any time after January 1, 2011 at a cash
redemption price equal to the liquidation preference.

ITEM 9.01 EXHIBITS

3.03      Certificate  of  Designations,  Preferences  and  Rights  of  Series A
          Preferred Stock dated August 12, 2010

3.04      Certificate  of  Designations,  Preferences  and  Rights  of  Series B
          Preferred Stock dated August 12, 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

August 12, 2010