SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO 240.13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
240.13D-2(A)
AMERICAN MINING CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
66988G101
(CUSIP Number)
American Mining Corporation
Attn: Gary MacDonald
970 Caughlin Crossing, Suite 100
Reno, Nevada 89519
(888) 505-5808
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 2011
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a Reporting Person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
1 NAME OF REPORTING PERSONS: NORTH AMERICAN MINING CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 20-8874397
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEVADA
NUMBER OF SHARES 7 SOLE VOTING POWER 31,000,000
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0
EACH REPORTING 9 SOLE DISPOSITIVE POWER 31,000,000
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 97.8%
14 TYPE OF REPORTING PERSON* CO
EXPLANATORY NOTE
On May 31, 2011, American Mining Corporation, a Nevada corporation (the
"Issuer"), issued 31,000,000 shares of its common stock to North American Mining
Corporation in exchange for certain assets, as described in the Issuer's Current
Report on Form 8-K that was filed with the Securities and Exchange Commission on
June 7, 2011.
This Schedule 13D is being filed by North American Mining Corporation to
disclose its beneficial ownership of 97.8% of the Issuer's outstanding common
stock.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.0001 of the Issuer.
The principal executive office of the Issuer is located at 970 Caughlin
Crossing, Suite 100, Reno, Nevada 89519.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by North American Mining Corporation, a Nevada
company formed to acquire, explore and (if warranted) develop mineral properties
(the "Reporting Person"). The principal business address of the Reporting Person
is 970 Caughlin Crossing, Suite 100, Reno, Nevada 89519. The sole director of
the Issuer is Thomas Mills. The executive officers of the Issuer are Gary
MacDonald (President, Chief Executive Officer) and Thomas Mills (Treasurer,
Secretary).
Neither the Reporting Person nor any of the individuals specified above has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been party to any civil
proceeding which resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 31, 2011, the Issuer issued 31,000,000 shares of its common stock to the
Reporting Person in exchange for certain equipment and intangible assets
described under Item 2.01 of the Issuer's Current Report on Form 8-K that was
filed with the Securities and Exchange Commission on June 7, 2011, which is
incorporated by reference into this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
The transaction described in Item 3 above was entered into principally for
investment purposes.
The Reporting Person expects to distribute to the record holders of its common
stock, 31,000,000 common shares of the Issuer, as a special distribution, on the
basis of one share of the Issuer for every share of the Reporting Person held on
the record date. The record date for the distribution will be May 31, 2011. The
date of the distribution has not been determined. The Reporting Person intends
to distribute the shares in accordance with section 4(1) of the Securities Act
of 1933, as amended, and Regulation S promulgated thereunder.
North American Mining Corporation, its directors and executive officers may
purchase stock of the Issuer from time to time, in the open market or in private
transactions, depending on their respective analysis of the Issuer's business,
prospects and financial condition, the market for such stock, other investment
and business opportunities available to them, general economic and stock market
conditions, proposals from time to time sought by or presented to them and other
factors, although they have no present intention to do so other than as
described above in this Item 4.
Except as set forth in this Item 4, neither the Reporting Person, its directors
nor its executive officers have any plans or proposals that relate to or would
result in:
a. The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
d. Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of
the Issuer;
f. Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
g. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of June 28, 2011, the Reporting Person beneficially owns 31,000,000 common
shares, constituting 97.8% of the Issuer's outstanding common stock, based on
31,680,202 issued and outstanding shares of common stock as of May 31, 2011, as
reported in the Issuer's Current Report on Form 8-K that was filed with the
Securities and Exchange Commission on June 7, 2011.
The Reporting Person has the sole power to vote or dispose of 31,000,000 shares
of the Issuer's common stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As disclosed above, the Reporting Person intends to distribute 31,000,000 shares
of the Issuer's common stock to its stockholders of record on May 31, 2011,
based on a ratio of one share of the Issuer for every one share of the Reporting
Person held. The date for the distribution has not been determined. Except as
disclosed in this Item 6, there is no contract, arrangement, understanding or
relationship by or with the Reporting Person with respect to the Issuer's common
stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10.1 Asset Purchase Agreement, dated April 18, 2011, between Thrust
Energy Corp. and American Mining Corp., filed as Exhibit 10.1 to
the Form 8-K filed April 22, 2011.
10.2 Amendment to Asset Purchase Agreement, dated May 31, 2011, between
American Mining Corporation and North American Mining Corporation,
filed as Exhibit 10.1 to the Form 8-K filed June 7, 2011.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and accurate.
Dated: June 28, 2011
North American Mining Corporation
/s/ Gary MacDonald
Gary MacDonald
President