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) November 29, 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Simultaneously with the closing under the RENS Share Exchange Agreement, we
issued an aggregate of 314,286 (three hundred fourteen thousand two hundred
eighty six) restricted shares of Common Stock of the Company. The securities
were issued to one (1) non-U.S. person (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.
Simultaneously with the closing under the RENS Share Exchange Agreement, we
issued an aggregate of 571,428 (five hundred seventy one thousand four hundred
twenty eight) restricted shares of Common Stock of the Company. The securities
were issued to two (2) U.S. persons, 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.
ITEM 8.01 OTHER EVENTS
On November 29, 2010, we entered into a Share Exchange Agreement (the "RENS
Share Exchange Agreement") with the holders of 31,000,000 (Thirty one million)
restricted shares of Common Stock of ASPA Gold Corp. ("ASPA Gold"), formerly
known as Renaissance BioEnergy Inc., (OTC BB Ticker Symbol: "RENS") pursuant to
which we acquired these shares in exchange for 885,714 (Eight hundred eighty
five thousand seven hundred fourteen) newly issued restricted shares of our
Common Stock. ASPA Gold Corp.'s assets include a 62.5% undivided interest in the
22 unpatented placer mining claims and a 100% interest in 15 lode mining claims
included in the Oatman Gold Project. ASPA Gold Corp is positioned to become a
far more substantial Gold & Exploration Company in the coming months.
On November 29, 2010 we entered into an agreement with ASPA Gold Corp. We agreed
that, during the period from the date hereof until November 24, 2012 (the
"Restricted Period"), we will not sell, alienate, pledge, assign, transfer,
convey or in any way encumber any of the 31,000,000 (Thirty one million)
restricted shares of ASPA Gold Corp. Common Stock. For a period of 2 (Two) years
following the end of the Restricted Period, we will not sell, alienate, pledge,
assign, transfer, convey or in any way encumber more than 2,000,000 (Two
million) shares of the restricted shares of ASPA Gold Corp. Common Stock during
any consecutive period of 90 (ninety) days.
In our agreements with ASPA Gold Corp. we agreed that, during the period from
the date hereof until November 24, 2012 (the "Restricted Period"), we will not
sell, alienate, pledge, assign, transfer, convey or in any way encumber any of
the 84,000,000 (Eighty four million) restricted shares of ASPA Gold Corp. Common
Stock held by ourselves. For a period of 2 (Two) years following the end of the
Restricted Period, we will not sell, alienate, pledge, assign, transfer, convey
or in any way encumber more than 2,000,000 (Two million) shares of the
restricted shares of ASPA Gold Corp. Common Stock during any consecutive period
of 90 (ninety) days.
We hold a total amount of 84,000,000 (Eighty four million) shares of ASPA Gold
Corp. Common Stock representing 24.49% of the outstanding shares of Common Stock
of ASPA Gold Corp. as at November 30, 2010. A Schedule 13D in respect in our
stockholding in ASPA Gold Corp. will be filed in due course.
ITEM 9.01 EXHIBITS
99.1 Share Exchange Agreement dated November 29, 2010 among North American Gold
& Minerals Fund, Backyard Stuff, Inc., Wind Power Energy International, LLC
and Golden Fusion Investment Limited
99.2 ASPA Gold Corp. Shareholder Agreement dated November 29, 2010 executed by
North American Gold & Minerals Fund
2
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 7, 2010
