Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2009
Commission file number 333-141426
NORTH AMERICAN GOLD & MINERALS FUND
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
848 N. Rainbow Blvd. #3003
Las Vegas, NV 89107
(Address of principal executive offices, including zip code)
(702)635-8146
(Telephone number, including area code)
ELKO VENTURES INC.
650 Ruby Way
Crescent Valley, NV 89821
(Former name and former address of registrant)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [ ]
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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 405,000,000 shares as of February 10,
2010.
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the three and nine month periods ended
November 30, 2009 immediately follow.
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NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
November 30, February 28,
2009 2009
--------- ---------
ASSETS
CURRENT ASSETS
Cash $ 2,585 $ 27,350
Deposits -- 235
--------- ---------
TOTAL CURRENT ASSETS 2,585 27,585
--------- ---------
TOTAL OTHER ASSETS -- --
--------- ---------
TOTAL ASSETS $ 2,585 $ 27,585
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 8,901 3,380
--------- ---------
TOTAL CURRENT LIABILITIES 8,901 3,380
TOTAL LIABILITIES 8,901 3,380
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 450,000,000
shares authorized; 405,000,000 and 132,000,000 shares issued
and outstanding as of November 30, 2009 and February 28, 2009) 243,696 132,000
Additional paid-in capital (85,077) (60,000)
Deficit accumulated during exploration stage (164,935) (47,795)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (6,316) 24,205
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,585 $ 27,585
========= =========
See Notes to Financial Statements
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NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
February 5, 2007
Three Months Three Months Nine Months Nine Months (inception)
ended ended ended ended through
November 30, November 30, November 30, November 30, November 30,
2009 2008 2009 2008 2009
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
OPERATIONG EXPENSES
Mineral Exploration Expense -- 9,500 -- 13,361 21,111
Office and Administration 27,289 870 30,994 2,998 41,516
Professional Fees 8,146 1,500 13,146 6,327 29,309
Provision for Impairment of Assets 73,000 -- 73,000 -- 73,000
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES (108,435) (11,870) (117,140) (22,687) (164,935)
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (108,435) $ (11,870) $ (117,140) $ (22,687) $ (164,935)
============ ============ ============ ============ ============
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 183,429,740 132,000,000 150,036,750 132,000,000
============ ============ ============ ============
See Notes to Financial Statements
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NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
February 5, 2007
Nine Months Nine Months (inception)
ended ended through
November 30, November 30, November 30,
2009 2008 2009
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(117,140) $ (22,687) $(164,935)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) Decrease in Deposits 235 (1,235) --
Increase (Decrease) in Due to a Director -- 600 --
Increase (Decrease) in Accounts Payable 5,521 (1,500) 8,901
Provision for Impairment of Assets 73,000 -- 73,000
Provision for Payroll 4,681 -- 4,681
Provision for Consulting 8,938 -- 8,938
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (24,764) (24,822) (69,415)
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 13,200
Additional paid-in capital -- -- 58,800
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 72,000
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH (24,764) (24,822) 2,585
CASH AT BEGINNING OF PERIOD 27,350 51,661 --
--------- --------- ---------
CASH AT END OF PERIOD $ 2,585 $ 26,840 $ 2,585
========= ========= =========
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
In fiscal year 2009 the Company issued 14,381,740 in relation to prepaid
consulting agreements valued at $8,938, 20,000,000 shares as a signing bonus to
management valued at $2,000, 4,314,500 shares in compensation for management
valued at $2,681 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 $ -- $ -- $ --
========= ========= =========
See Notes to Financial Statements
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NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by NORTH AMERICAN GOLD
& MINERALS FUND (f/k/a Elko Ventures Inc. the "Company") without audit. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and cash flows at November 30, 2009, and for all periods presented
herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's February 28,
2009 audited financial statements. The results of operations for the period
ended November 30, 2009 is not necessarily indicative of the operating results
for the full year.
NOTE 2 - 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 3 - 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,
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NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
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, 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
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.
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.
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.
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."
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 vest). 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.
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NORTH AMERICAN GOLD & MINERALS FUND
(f/k/a ELKO VENTURES INC.)
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 4 - 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.
NOTE 5 - COMMON STOCK
Effective October 12, 2009, we effected a one (1) old for ten (10) new forward
stock split of our authorized and issued and outstanding common stock. As a
result, our authorized capital increased from 250,000,000 shares of common stock
to 2,500,000,000 shares of common stock and our outstanding share capital
increased from 33,200,000 shares of common stock to 332,000,000 shares of common
stock. Immediately upon the acceptance and effect of the Forward Split, we
reduced the authorized share capital from 2,500,000,000 shares of common stock
to 450,000,000 shares of common stock.
NOTE 6 - IMPAIRMENT OF ASSETS
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 7 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through
January 15, 2010 and determined there are no items to disclose.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing and actual results may differ materially from historical
results or our predictions of future results.
RESULTS OF OPERATIONS
We have generated no revenue since inception and have incurred $164,935 in
expenses through November 30, 2009. For the three months ended November 30, 2009
we incurred operating expenses of $108,435. For the same period ended November
30, 2008 we had operating expenses of $11,870.
Our cash in the bank at November 30, 2009 was $2,585, with total assets being
$2,585. Our outstanding liabilities were $8,901. Cash provided by financing
activities and significant operating milestones since inception are as follows:
1. On February 5, 2007, a total of 2,400,000 shares of common stock were
issued in exchange for $12,000 US, or $.005 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 2,000,000 shares at
$.03 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 $0.001
per share. Our issued and outstanding share capital increased from
4,400,000 shares of common stock to 13,200,000 shares of common stock.
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. Our board of directors now solely
consists of Mr. Ronald Yadin Lowenthal.
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.
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6. Effective August 18, 2009, we issued an aggregate of 15,000,000 restricted
shares of our common stock to three (3) non-U.S. persons (at 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 5,000,000 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. 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.
9. 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.
10. 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.
11. 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
10
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.
12. On September 19, 2009 we expanded our Paymaster Gold and Silver Mine, which
is our initial mineral exploration project, by staking two additional lode
mining 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.
13. 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.
14. Effective October 12, 2009, we effected a one (1) old for ten (10) new
forward stock split of our authorized and issued and outstanding common
stock. As a result, our authorized capital increased from 250,000,000
shares of common stock to 2,500,000,000 shares of common stock and our
outstanding share capital increased from 33,200,000 shares of common stock
to 332,000,000 shares of common stock. Immediately upon the acceptance and
effect of the Forward Split, we reduced the authorized share capital from
2,500,000,000 shares of common stock to 450,000,000 shares of common stock.
The forward stock split becomes effective with the Over-the-Counter
Bulletin Board at the opening for trading on October 15, 2009 under the new
stock symbol "NMGL". Our new CUSIP number is 65687T 208.
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15. 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 $1.05 (One dollar and five cents) 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. 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 pre-Cambrian 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.
16. 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 $1.05 (One dollar and five cents)
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. 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
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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.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at November 30, 2009 was $2,585. If we experience a shortage of
funds for operating expenses we may utilize funds from our director, who has
agreed to advance funds for operations, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to us. We are an
exploration stage company and have generated no revenue to date.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. 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, 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 SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.
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 ended November 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
13
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
SUBSEQUENT EVENTS
None.
ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit No. Exhibit or Filed Herewith
----------- ------- -----------------
3.1 Articles of Incorporation Incorporated by reference to the Registration
Statement on Form SB-2 filed with the SEC on
3/20/07 and subsequently amended and filed on
Form 8-K on 1/31/08, File No. 333-141426
3.2 Bylaws Incorporated by reference to the Registration
Statement on Form SB-2 filed with the SEC on
3/20/07, 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
14
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, thereunto duly authorized.
February 10, 2010 North American Gold & Minerals Fund, Registrant
By: /s/ Ronald Yadin Lowenthal
--------------------------------------------------
Ronald Yadin Lowenthal, President, Chief Executive
Officer, Principal Accounting Officer, and Chief
Financial Officer & 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.
February 10, 2010 North American Gold & Minerals Fund, Registrant
By: /s/ Ronald Yadin Lowenthal
--------------------------------------------------
Ronald Yadin Lowenthal, President, Secretary,
Chief Executive Officer, Principal Accounting
Officer and Chief Financial Officer & Director
1
