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) November 30, 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 File             (IRS Employer
      of incorporation)                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 8.01 OTHER EVENTS

CANCELLATION  OF  171,650,000  RESTRICTED  SHARES  OF  COMMON  STOCK BY  CERTAIN
SHAREHOLDERS

On November 30, 2010, three of our shareholders cancelled a total of 171,650,000
(One Hundred Seventy One Million Six Hundred Fifty Thousand)  restricted  shares
of our Common Stock, par value US$0.001 per share, as follows:

Frederick C Bauman -  49,900,000  (Forty nine  million  nine  hundred  thousand)
restricted shares of Common Stock; and

Ronald Y.  Lowenthal - 49,750,000  (Forty nine million  seven  hundred and fifty
thousand) restricted shares of Common Stock; and

David Wolfin - 72,000,000  (Seventy  two  million)  restricted  shares of Common
Stock.

Following  completion of these  cancellations of restricted shares of our Common
Stock, we had a total of 234,864,284  (Two hundred and thirty four million eight
hundred and sixty four thousand two hundred and eighty four) outstanding  shares
of Common Stock at November 30, 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
December 6, 2010

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