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 MAY 31, 2010

                        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 [] NO [X]

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 July 10,
2010.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The un-audited financial statements for the three month period ended May 31,
2010 immediately follow.



                                       2
<PAGE>
                       NORTH AMERICAN GOLD & MINERALS FUND
                           (f/k/a ELKO VENTURES INC.)
                         (An Exploration Stage Company)
                            Condensed Balance Sheets
                                  (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          As of                As of
                                                                          May 31,           February 28,
                                                                           2010                2010
                                                                         ---------           ---------
<S>                                                                      <C>                 <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                   $     480           $      --
                                                                         ---------           ---------
TOTAL CURRENT ASSETS                                                           480                  --
                                                                         ---------           ---------

      TOTAL ASSETS                                                       $     480           $      --
                                                                         =========           =========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Bank Overdraft                                                         $      --           $      10
  Accounts Payable                                                          23,728              15,115
  Loan - Related Party                                                       7,101                 144
                                                                         ---------           ---------
TOTAL CURRENT LIABILITIES                                                   30,829              15,269

      TOTAL LIABILITIES                                                     30,829              15,269
                                                                         ---------           ---------

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, ($0.001 par value, 450,000,000
   shares authorized; 405,000,000 and 132,000,000 shares issued and
   outstanding as of May 31, 2010 and February 28, 2010)                   276,196             259,946
  Additional paid-in capital                                               (85,077)            (85,077)
  Deficit accumulated during development stage                            (221,468)           (190,138)
                                                                         ---------           ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                       (30,349)            (15,269)
                                                                         ---------           ---------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $     480           $      --
                                                                         =========           =========
</TABLE>


    The Accompanying Notes Are an Integral Part of These Financial Statements

                                       3
<PAGE>
                       NORTH AMERICAN GOLD & MINERALS FUND
                           (f/k/a ELKO VENTURES INC.)
                         (An Exploration Stage Company)
                       Condensed Statements of Operations
                                  (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   February 5, 2007
                                       Three Months           Three Months            (inception)
                                          ended                  ended                 through
                                          May 31,                May 31,                May 31,
                                           2010                   2009                   2010
                                       ------------           ------------           ------------
<S>                                    <C>                    <C>                    <C>
REVENUES
  Revenues                             $         --           $         --           $         --
                                       ------------           ------------           ------------
TOTAL REVENUES                                   --                     --                     --

OPERATIONG EXPENSES
  Mineral Exploration Expense                    --                     --                 21,111
  Office and Administration                      80                  1,095                 33,212
  Consulting - Related Party                 12,500                     --                 33,938
  Payroll                                     3,750                     --                 12,181
  Professional Fees                          15,000                  3,500                 48,026
  Impairment of Assets                           --                     --                 73,000
                                       ------------           ------------           ------------
TOTAL OPERATING EXPENSES                    (31,330)                (4,595)              (221,468)
                                       ------------           ------------           ------------

NET INCOME (LOSS)                      $    (31,330)          $     (4,595)          $   (221,468)
                                       ============           ============           ============

BASIC EARNINGS PER SHARE               $      (0.00)          $      (0.00)
                                       ============           ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING              265,362,920            132,000,000
                                       ============           ============
</TABLE>


    The Accompanying Notes Are an Integral Part of These Financial Statements

                                       4
<PAGE>
                       NORTH AMERICAN GOLD & MINERALS FUND
                           (f/k/a ELKO VENTURES INC.)
                         (An Exploration Stage Company)
                       Condensed Statements of Cash Flows
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       February 5, 2007
                                                                 Three Months        Three Months         (inception)
                                                                    ended               ended              through
                                                                    May 31,             May 31,             May 31,
                                                                     2010                2009                2010
                                                                   ---------           ---------           ---------
<S>                                                                <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $ (31,330)          $  (4,595)          $(221,468)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Payroll - Stock Issued                                            3,750                  --              12,181
     Consulting - Related Party - Stock Issued                        12,500                  --              33,938
     Expenses Paid by Related Party on Behalf of the Company           6,457                  --               6,601

  Changes in operating assets and liabilities:
     Increase (Decrease) in Bank Overdraft                               (10)                 --                  --
     Increase (Decrease) in Accounts Payable                           8,613              (1,580)             23,728
     Impairment of Assets                                                 --                  --              73,000
                                                                   ---------           ---------           ---------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            (20)             (6,175)            (72,020)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES             --                  --                  --

CASH FLOWS FROM FINANCING ACTIVITIES
  Loan - Related Party                                                   500                  --                 500
  Issuance of common stock                                                --                  --              13,200
  Additional paid-in capital                                              --                  --              58,800
                                                                   ---------           ---------           ---------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            500                  --              72,500
                                                                   ---------           ---------           ---------

NET INCREASE (DECREASE) IN CASH                                          480              (6,175)                480

CASH AT BEGINNING OF PERIOD                                               --              27,350                  --
                                                                   ---------           ---------           ---------

CASH AT END OF PERIOD                                              $     480           $  21,175           $     480
                                                                   =========           =========           =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
  Interest                                                         $      --           $      --           $      --
                                                                   =========           =========           =========
  Income Taxes                                                     $      --           $      --           $      --
                                                                   =========           =========           =========

NON CASH ACTIVITY
  Payroll - Stock Issued                                           $   3,750           $      --           $  12,181
                                                                   =========           =========           =========
  Consulting - Related Party - Stock Issued                        $  12,500           $      --           $  33,938
                                                                   =========           =========           =========
  Expenses Paid by Related Party on Behalf of the Company          $   6,457           $      --           $   6,601
                                                                   =========           =========           =========
</TABLE>


    The Accompanying Notes Are an Integral Part of These Financial Statements

                                       5
<PAGE>
                      NORTH AMERICAN GOLD & MINERALS FUND
                           (f/k/a ELKO VENTURES INC.)
                         (An Exploration Stage Company)
                Notes to Unaudited Condensed Financial Statements
                                  May 31, 2010
--------------------------------------------------------------------------------

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 May 31,  2010 and  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,
2010 audited  financial  statements.  The results of operations  for the periods
ended May 31,  2010 and 2009 are not  necessarily  indicative  of the  operating
results for the full years.

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. RECENT ACCOUNTING PRONOUNCEMENTS

The Company has evaluated all the recent accounting  pronouncements  through the
date the  financial  statements  were issued and filed with the  Securities  and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.

NOTE 4. 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

                                       6
<PAGE>
                      NORTH AMERICAN GOLD & MINERALS FUND
                           (f/k/a ELKO VENTURES INC.)
                         (An Exploration Stage Company)
                Notes to Unaudited Condensed Financial Statements
                                  May 31, 2010
--------------------------------------------------------------------------------

NOTE 4.  CONSULTING AGREEMENTS (CONTINUED)

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,
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.
For the quarter ended May 31, 2010 and 2009,  4,166,667 and 0 shares were issued
pursuant to this agreement for a total value of $4,167 and $0 respectively.

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. For the quarter ended May 31,
2010 and 2009, 4,166,667 and 0 shares were issued pursuant to this agreement for
a total value of $4,167 and $0 respectively.

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. For the quarter ended May 31,
2010 and 2009, 4,166,667 and 0 shares were issued pursuant to this agreement for
a total value of $4,167 and $0 respectively.

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.  For the quarter  ended May 31, 2010 and 2009,
3,750,000 and 0 shares were issued  pursuant to this agreement for a total value
of $3,750 and $0 respectively.

                                       7
<PAGE>
                      NORTH AMERICAN GOLD & MINERALS FUND
                           (f/k/a ELKO VENTURES INC.)
                         (An Exploration Stage Company)
                Notes to Unaudited Condensed Financial Statements
                                  May 31, 2010
--------------------------------------------------------------------------------

NOTE 4. CONSULTING AGREEMENTS (CONTINUED)

Due to the  Company's  current  lack  of cash  flows  it has  determined  that a
share-based  payment  arrangement is the most  appropriate way to compensate its
officer/consultants.

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 are earned).  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.

The  Company has  determined  that the fair  market  value of the  consideration
received by the Company  from both  officer and  consultants  cannot be reliably
determined and therefore it has deemed it appropriate to value the shares issued
based on the fair market value of the securities underlying the transaction. The
Company has further  determined that the period end price of its common stock as
quoted at  www.pinksheets.com  can not be used to determine fair market value as
the stock had never  traded.  Furthermore,  as the  Company  has not  issued any
shares for cash in the past 2 years, it has determined  that a reasonable  value
at this time for the shares being  issued is $.001,  the par value of the common
stock. The Company's policy is to re-assess the per-share value assigned to each
periodic recognition of expense/capital under ASC 505-50-30-6 at the end of each
quarter.  The  following  table sets out the  projected  future  recognition  of
expenses/contributed capital over the next 12 months based on the Company's most
recent  assessment of the fair market value of the stock and as a market for the
stock  develops,  the  per-share  value will be adjusted to reflect  fair market
value as it becomes more reliably measurable.

                                                           Topcast      Flexwell
                           Ronald Y.      Frederick C.    Management    Finance
                           Lowenthal        Bauman         Limited      Limited
                           ---------        ------         -------      -------

August 31, 2010             $3,750          $4,167         $4,167       $4,167
November 30, 2010           $3,750          $4,167         $4,167       $4,167
February 28, 2011           $3,750          $4,167         $4,167       $4,167
May 31, 2011                $3,750          $4,167         $4,167       $4,167

Due  to  the  size  of all  the  agreements  previously  discussed,  there  is a
potentially  substantial dilution effect that could affect existing shareholders
thereby reducing the value of each shareholder's investment. As the value of the
shares  issued  under each  agreement is  re-evaluated  based on the fair market
value of the  underlying  shares at the end of each quarter there is a potential
for the compensation expense to become much larger in subsequent periods than it
is now.

NOTE 5. SUBSEQUENT EVENTS

The Company  evaluated all events or  transactions  that occurred  after May 31,
2010 through the date the Company issued these financial statements.

                                       8
<PAGE>
                      NORTH AMERICAN GOLD & MINERALS FUND
                           (f/k/a ELKO VENTURES INC.)
                         (An Exploration Stage Company)
                Notes to Unaudited Condensed Financial Statements
                                  May 31, 2010
--------------------------------------------------------------------------------

NOTE 5. SUBSEQUENT EVENTS (CONTINUED)

Effective June 17, 2010, the Company's  Articles of  Incorporation  were amended
and restated.  The principal change resulting from the amendment and restatement
is that the Board of Directors is now authorized to designate one or more series
of  Preferred  Stock in an amount  not to  exceed  One  Billion  (1,000,000,000)
shares, with a par value of $0.0001 per share.

Effective June 28, 2010, a former  director of the Company forgave debt owing to
him in the amount of $1,800, previously accrued for office rent.



                                       9
<PAGE>
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 $221,468 in
expenses through May 31, 2010. For the three months ended May 31, 2010 we
incurred operating expenses of $31,330. For the same period ended May 31, 2009
we had operating expenses of $4,595.

Our cash in the bank at May 31, 2010 was $480, with total assets being $480. Our
outstanding liabilities were $30,829. Cash provided by financing activities and
significant operating milestones since inception are as follows:

1. On February 5, 2007, a total of 72,000,000 shares of common stock were issued
in exchange for $12,000 US, or $.000167 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 60,000,000 shares at
$.001 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. All
amounts of shares presented on these financial statements are reflected on
post-split basis.

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.

6. Effective August 18, 2009, we issued an aggregate of 150,000,000 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

                                       10
<PAGE>
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 50,000,000 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 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.

9. 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.

10. 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. All amounts of shares presented
on these financial statements are reflected on post-split basis. 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.

11. 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

                                       11
<PAGE>
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 $0.001 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.

12. 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 $0.001 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.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at May 31, 2010 was $480. 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 May 31, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

                                       12
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

SUBSEQUENT EVENTS

None.

ITEM 6. EXHIBITS

<TABLE>
<CAPTION>
                                                                           Incorporated by Reference
Exhibit No.                 Exhibit                                            or Filed Herewith
-----------                 -------                                            -----------------
<S>            <C>                                                 <C>
   3.1         Articles of Incorporation                           Incorporated by reference to the Form 8-K filed
                                                                   on 6/18/2010, 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
</TABLE>

                                       13
<PAGE>
                                   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.

July 20, 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.

July 20, 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


                                       14