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) – December 13, 2010 (December 9,
2010)
NORTH AMERICAN ENERGY
RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
| Nevada | 0-52522 | 98-0550352 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | file number) | Identification No.) |
6914 So Yorktown Ave, Suite
130, Tulsa, OK 74136
(Address
of principal executive offices) (Zip Code)
(918)
712-7774
Registrant’s
telephone number
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
3 - SECURITIES AND TRADING MARKETS
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ITEM
3.02:
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
December 9, 2010, the Company received notices from all of its convertible note
holders to convert their convertible notes into the Company's common stock
pursuant to the convertible note agreements. Notes with total
principal in the amount of $474,358 along with accrued interest in the amount of
$81,890 were converted into 3,329,406 shares of the Company's common
stock. One note in the principal amount of $53,618 along with accrued
interest of $4,302 was contributed to the Company's capital when the holder
disclaimed an interest.
One of
the convertible notes was held by Avenel Financial Group, Inc., which is wholly
owned by Michael D. Pruitt, a director and Chief Executive
Officer. Avenel Financial Group received 107,201 shares.
As of
December 9, 2010, after issue of the shares above, there were 20,704,945 shares
of Company common stock issued and outstanding. On that date, to the
knowledge of the Company, there was one shareholder who owned beneficially more
than 5% of the Company's common stock. The table below contains
information, as of that date, regarding the beneficial ownership of that
person. Unless otherwise indicated we believe that the person listed
below has sole voting and investment power with respect to all of the shares of
common stock indicated.
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Number
of shares
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||||||||
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Name
and address of beneficial owner
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beneficially
owned
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Percent
of class
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||||||
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Michael
D. Pruitt (a)
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2,842,641 | 13.73 | % | |||||
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11220
Elm Lane, Suite 203
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||||||||
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Charlotte,
NC 28277
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(a) The
shares beneficially owned by Mr. Pruitt include 1,992,461 shares owned by Avenel
Financial Group, Inc. (includes the newly issued 107,201 shares discussed
above), which is wholly owned by Mr. Pruitt; 700,000 shares owned by Chanticleer
Holdings, Inc. of which Mr. Pruitt is Chief Executive Officer, a director and
approximately 17% owner; and 150,000 shares owned by Avenel Ventures, LLC, which
is wholly owned by Chanticleer Holdings, Inc.
The
issuance of the common stock to the convertible note holders did not involve any
public offering, and the Company relied upon the exemption from registration of
securities provided by Section 4(2) of the Securities Act of 1933, as
amended.
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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.
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NORTH
AMERICAN ENERGY RESOURCES, INC.
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By /s/ Michael D.
Pruitt
Michael
D. Pruitt, Chief Executive Officer
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Date: December
13, 2010
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