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