U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended: January 31, 2009





File No.
000-52522





North American Energy
Resources,
Inc.


(Name
of small business issuer in our charter)





Nevada
                
                98-0550352(State
      or other jurisdiction of
                
                (IRS
      Employerincorporation
      or organization)
                
                Identification
      No.)





11005 Anderson Mill Road,
Austin, Texas  78750


(Address
of principal executive offices) (Zip Code)





Registrant's
telephone number:  (512) 944-9115





Indicate
by check mark whether the registrant: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 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 past 90 days. Yes
x
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” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):





Large
accelerated filer  ̈Accelerated
filer  ̈Non-accelerated
filer  ̈Smaller
reporting company x




(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes  ̈
Nox





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 30,507,667 shares of common stock outstanding
as of January 31, 2009.








The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial reporting
and pursuant to the rules and regulations of the Securities and Exchange
Commission ("Commission"). While these statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary for fair
presentation of the results of the interim period, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements and footnotes thereto, contained in Mar Ked Mineral
Exploration, Inc.’s Form 10-KSB dated November 30, 2007 and the Form 8-K dated
July 28, 2008 covering the acquisition of North American Exploration, Inc. by
the Company.





TABLE OF
CONTENTS





PagePART
      I – FINANCIAL INFORMATIONItem
      1:
                            
                            Financial
      Statements
                            
                            3Item
      2:
                            
                            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            
                            12Item
      3:
                            
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            
                            15Item
      4T:
                            
                            Controls
      and Procedures
                            
                            15PART
      II - OTHER INFORMATION
                            
                            16Item
      1:
                            
                            Legal
      Proceedings
                            
                            16Item
      1A:
                            
                            Risk
      Factors
                            
                            16Item
      2:
                            
                            Unregistered
      Sales of Equity Securities and Use of Proceeds
                            
                            16Item
      3:
                            
                            Defaults
      upon Senior Securities
                            
                            16Item
      4:
                            
                            Submission
      of Matters to a Vote of Security Holders
                            
                            16Item
      5:
                            
                            Other
      Information
                            
                            16Item
      6:
                            
                            Exhibits
                            
                            16


2




PART
I - FINANCIAL INFORMATION




ITEM
1: FINANCIAL STATEMENTS





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Condensed
Consolidated Balance Sheets


January
31, 2009 (unaudited) and April 30, 2008





January
      31,
                    
                    
                    April
      30,2009
                    
                    
                    2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    4,769
                    
                    
                    $
                    185,023Accounts
      receivable, net
                    
                    
                    14,687
                    
                    
                    
                    56,745Advances
      to related parties
                    
                    
                    8,519
                    
                    
                    
                    -Total
      current assets
                    
                    
                    27,975
                    
                    
                    
                    241,768Properties
      and equipment, at cost, net
                    
                    
                    594,399
                    
                    
                    
                    523,008Note
      receivable
                    
                    
                    -
                    
                    
                    
                    76,000Total
      assets
                    
                    $
                    622,374
                    
                    
                    $
                    840,776LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payableTrade
                    
                    $
                    18,624
                    
                    
                    $
                    23,294Oil
      and gas proceeds due others
                    
                    
                    139
                    
                    
                    
                    571Loans
      from related parties
                    
                    
                    389,000
                    
                    
                    
                    501,000Advances
      received from joint interest participants
                    
                    
                    -
                    
                    
                    
                    189,471Accrued
      expenses
                    
                    
                    -
                    
                    
                    
                    1,374Notes
      payable
                    
                    
                    -
                    
                    
                    
                    35,250Total
      current liabilities
                    
                    
                    407,763
                    
                    
                    
                    750,960Commitments
      and contingenciesStockholders'
      equity:Preferred
      stock: $0.001 par value; authorized 100,000,000 shares; no shares issued
      and outstanding
                    
                    
                    -
                    
                    
                    
                    -Common stock: $0.001 par value;
      100,000,000 shares authorized; 30,507,667 shares and 21,000,000
      issued and outstanding  at January 31, 2009 and April 30, 2008,
      respectively
                    
                    
                    30,508
                    
                    
                    
                    21,000Additional
      paid in capital
                    
                    
                    776,113
                    
                    
                    
                    99,000Deficit
      accumulated during the exploration stage
                    
                    
                    (592,010
                    )
                    
                    
                    (30,184
                    )Total
      stockholders' equity
                    
                    
                    214,611
                    
                    
                    
                    89,816Total
      liabilities and stockholders' equity
                    
                    $
                    622,374
                    
                    
                    $
                    840,776





See
accompanying notes to condensed consolidated financial
statements


3


NORTH AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Operations


(Unaudited)


For
the three months ended January 31, 2009 and 2008





2009
                
                
                2008Oil
      and natural gas sales
                
                $
                1,740
                
                
                $
                1,679Costs
      and expensesOil
      and natural gas production taxes
                
                
                125
                
                
                
                121Oil
      and natural gas production expenses
                
                
                11,176
                
                
                
                6,318Depreciation
      and amortization
                
                
                1,541
                
                
                
                -Non-cash
      compensation
                
                
                310,500
                
                
                
                -Bad
      debt expense
                
                
                76,000
                
                
                
                -General
      and administrative expense, net of operator's overhead
fees
                
                
                62,033
                
                
                
                5,662461,375
                
                
                
                12,101Loss
      from operations
                
                
                (459,635
                )
                
                
                (10,422
                )Other
      income (expense):Interest
      expense
                
                
                -
                
                
                
                (360
                )Total
      other income (expense)
                
                
                -
                
                
                
                (360
                )Loss
      before income taxes
                
                
                (459,635
                )
                
                
                (10,782
                )Provision
      for income taxes
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (459,635
                )
                
                $
                (10,782
                )Net
      loss per common share, basic and diluted
                
                $
                (0.02
                )
                
                $
                (0.00
                )Weighted
      average common shares outstanding
                
                
                30,156,080
                
                
                
                21,000,000





See
accompanying notes to condensed consolidated financial
statements.


4


NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Operations


(Unaudited)


For
the nine months ended January 31, 2009 and 2008


and
the period from inception (August 18, 2006) through January 31,
2009





Inception(August
      18, 2006)throughJanuary
      31,2009
                
                
                2008
                
                
                2009Oil
      and natural gas sales
                
                $
                4,712
                
                
                $
                4,109
                
                
                $
                22,824Costs
      and expensesOil
      and natural gas production taxes
                
                
                339
                
                
                
                296
                
                
                
                1,644Oil
      and natural gas production expenses
                
                
                32,038
                
                
                
                20,531
                
                
                
                70,879Depreciation
      and amortization
                
                
                4,200
                
                
                
                -
                
                
                
                6,044Non-cash
      compensation
                
                
                327,591
                
                
                
                -
                
                
                
                327,591Bad
      debt expense
                
                
                76,000
                
                
                
                -
                
                
                
                76,000General
      and administrative expense, net of operator's overhead
fees
                
                
                125,945
                
                
                
                4,362
                
                
                
                130,932566,113
                
                
                
                25,189
                
                
                
                613,090Loss
      from operations
                
                
                (561,401
                )
                
                
                (21,080
                )
                
                
                (590,266
                )Other
      income (expense):Other
      income
                
                
                -
                
                
                
                -
                
                
                
                54Interest
      expense
                
                
                (425
                )
                
                
                (653
                )
                
                
                (1,798
                )Total
      other income (expense)
                
                
                (425
                )
                
                
                (653
                )
                
                
                (1,744
                )Loss
      before income taxes
                
                
                (561,826
                )
                
                
                (21,733
                )
                
                
                (592,010
                )Provision
      for income taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (561,826
                )
                
                $
                (21,733
                )
                
                $
                (592,010
                )Net
      loss per common share, basic and diluted
                
                $
                (0.02
                )
                
                $
                (0.00
                )
                
                $
                (0.03
                )Weighted
      average common shares outstanding
                
                
                27,106,826
                
                
                
                21,000,000
                
                
                
                22,879,023




See
accompanying notes to condensed consolidated financial
statements.


5




NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Cash Flows


(Unaudited)


For
the nine months ended January 31, 2009 and 2008


and
the period from inception (August 18, 2006) through January 31,
2009





Inception(August
      18, 2006)throughJanuary
      31,2009
                
                
                2008
                
                
                2009Operating
      activitiesNet
      loss
                
                $
                (561,826
                )
                
                $
                (21,733
                )
                
                $
                (592,010
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                
                
                4,200
                
                
                
                -
                
                
                
                6,044Non-cash
      compensation
                
                
                327,591
                
                
                
                -
                
                
                
                327,591Bad
      debt expense
                
                
                76,000
                
                
                
                -
                
                
                
                76,000Increase
      (decrease) in:Accounts
      receivable
                
                
                4,743
                
                
                
                (12,339
                )
                
                
                (52,002
                )Accounts
      payable
                
                
                73,317
                
                
                
                4,035
                
                
                
                97,182Accrued
      expenses
                
                
                (1,094
                )
                
                
                653
                
                
                
                280Advances
      to related parties
                
                
                (8,519
                )
                
                
                -
                
                
                
                (8,519
                )Advances
      from joint interest owners
                
                
                (189,471
                )
                
                
                (8,359
                )
                
                
                (8,670
                )Net
      cash used in operating activities
                
                
                (275,059
                )
                
                
                (37,743
                )
                
                
                (154,104
                )Investing
      activitiesPayments
      for oil and natural gas properties and equipment
                
                
                (38,275
                )
                
                
                (40,326
                )
                
                
                (166,957
                )Cash
      received in excess of cash paid in reverse acquisition of North American
      Energy Resources, Inc.
                
                
                119,830
                
                
                
                -
                
                
                
                119,830Proceeds
      from sale of oil and gas properties
                
                
                -
                
                
                
                -
                
                
                
                7,500Net
      cash used in investing activities
                
                
                81,555
                
                
                
                (40,326
                )
                
                
                (39,627
                )Financing
      activitiesLoan
      proceeds
                
                
                -
                
                
                
                30,250
                
                
                
                35,250Shareholder
      contribution
                
                
                50,000
                
                
                
                -
                
                
                
                50,000Loans
      from related parties
                
                
                -
                
                
                
                46,000
                
                
                
                130,000Repayment
      of loans from related parties
                
                
                (36,750
                )
                
                
                -
                
                
                
                (36,750
                )Bank
      overdraft
                
                
                -
                
                
                
                1,054
                
                
                
                -Sale
      of common stock
                
                
                -
                
                
                
                -
                
                
                
                20,000Net
      cash provided by financing activities
                
                
                13,250
                
                
                
                77,304
                
                
                
                198,500Net
      increase in cash and cash equivalents
                
                
                (180,254
                )
                
                
                (765
                )
                
                
                4,769Cash
      and cash equivalents, beginning of period
                
                
                185,023
                
                
                
                765
                
                
                
                -Cash
      and cash equivalents, end of period
                
                $
                4,769
                
                
                $
                -
                
                
                $
                4,769




See
accompanying notes to condensed consolidated financial
statements.


6


NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Cash Flows, Continued


(Unaudited)


For
the nine months ended January 31, 2009 and 2008


and
the period from inception (August 18, 2006) through January 31,
2009





Inception(August
      18, 2006)throughJanuary
      31,2009
                                                  
                                                  
                                                  2008
                                                  
                                                  
                                                  2009Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -Income
      taxes
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Non-cash
      investing and financing activities:Common
      stock issued for:Notes
      receivable
                                                  
                                                  $
                                                  76,000
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  76,000Oil
      and gas properties
                                                  
                                                  
                                                  303,670
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  303,670Interest
      in pipeline
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  100,000Loans
      to shareholders assumed
                                                  
                                                  
                                                  (371,000
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (371,000
                                                  )Advance
      from joint interest participant assumed
                                                  
                                                  
                                                  (8,670
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (8,670
                                                  )$
                                                  100,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  $
                                                  100,000Acquisition
      of North American Energy Resources, Inc. in reverse
      acquisition:Assets
      acquired, other than cash
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -Liabilities
      assumed
                                                  
                                                  
                                                  (30,170
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (30,170
                                                  )(30,170
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (30,170
                                                  )Common
      stock issued
                                                  
                                                  
                                                  (150,000
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (150,000
                                                  )Cash
      received in excess of cash paid
                                                  
                                                  $
                                                  119,830
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  $
                                                  119,830Exchange
      of joint interest receivable for oil and natural gas
      properties
                                                  
                                                  $
                                                  37,316
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  $
                                                  37,316Convertible
      note payable and accrued interest exchanged for 1,000 shares of North
      AmericanExploration, Inc. common stock
                                                  
                                                  
                                                  35,530
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  35,530Common
      stock options cancelled
                                                  
                                                  
                                                  188,005
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  188,005





See
accompanying notes to condensed consolidated financial
statements.


7


NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Notes
to Condensed Consolidated Financial Statements




NOTE
      1:
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Organization




The
financial statements include the accounts of North American Energy Resources,
Inc. (formerly Mar Ked Mineral Exploration, Inc.) (“NAEN”) and its wholly owned
subsidiary, North American Exploration, Inc. (“NAE”) (formerly Signature Energy,
Inc.) (collectively the “Company”).





NAER was
incorporated in Nevada on August 22, 2006 as Mar Ked Mineral Exploration, Inc.
and changed its name to North American Energy Resources, Inc. on August 11,
2008.  NAE was incorporated in Nevada on August 18, 2006 as Signature
Energy, Inc. and changed its name to North American Exploration, Inc. on June 2,
2008.





The
condensed consolidated financial statements included in this report have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission for interim reporting and include all adjustments
(consisting only of normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation.  These condensed
consolidated financial statements have not been audited.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to such rules and
regulations for interim reporting.  The Company believes that the
disclosures contained herein are adequate to make the information presented not
misleading.  However, these consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Company’s Annual Report for the year ended April 30,
2008, which is included in the Company’s Form 8-K/A dated July 28, 2008 and
filed on September 12, 2008.  The financial data for the interim
periods presented may not necessarily reflect the results to be anticipated for
the complete year.





Acquisition




On July
28, 2008, the shareholders of NAE entered into a stock purchase agreement with
NAER.  NAER issued 21,000,000 restricted shares of its common stock to
the shareholders of NAE in exchange for 100% of the issued and outstanding stock
of NAE.  Completion of the stock purchase agreement resulted in the
shareholders of NAE having control of NAER.  Accordingly, the
transaction is recorded for accounting purposes as the acquisition of NAE by
NAER with NAE as the acquirer (reverse acquisition).  The financial
statements of the Company prior to July 28, 2008 are those of
NAE.  Formerly, NAER used a November 30 year-end.  As a
result of the reverse acquisition, the Company will utilize the April 30
year-end of NAE in the future.




8




Business




NAE is an
independent oil and natural gas company engaged in the acquisition, exploration
and development of oil and natural gas properties and the production of oil and
natural gas.  The Company operates in the upstream segment of the oil
and gas industry with activities, including the drilling, completion and
operation of oil and gas wells in Oklahoma.  The Company also has an
interest in a pipeline in its area of operations which is used for gathering its
gas and the gas production of other producers.





Exploration
stage


The
Company is in the exploration stage and has realized only nominal revenue to
date.  The Company is now beginning to develop leasehold which it owns
in Washington County, Oklahoma.  Accordingly, the operation of the
Company is presented as those of a development stage enterprise, from its
inception (August 18, 2006) as prescribed by Statement of Financial Accounting
Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage
Enterprises.”





Going
concern


The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  The Company commenced operations in
September 2006.





At
January 31, 2009 and April 30, 2008 the Company had negative working capital of
$379,788 and $509,192, respectively, which includes $407,000 and $501,000 in
non-interest bearing loans from related parties, respectively.





The
Company had relied on receiving an additional $1,300,000 from the prior
shareholders to fund its planned drilling and development program.  As
discussed in Note 4, the prior shareholders have decided to default on their
agreement.  Accordingly, the Company will plan to meet its capital
requirements for the next year with private placements of its common
stock.





In
addition, the Company expects to sell all of its interest in its existing
developmental drilling prospects on a 1/3 for 1/4 basis and be carried to the
tanks, thus having no additional up-front capital costs on existing
properties.  This method of operations allows the company to
participate in a larger number of prospects with a relatively low capital
outlay.





These
conditions raise doubt about the Company’s ability to continue as a going
concern.  The financial statements do not include any adjustments that
may result from the outcome of these uncertainties.





Prior
operations


Prior to
the acquisition of NAE, NAER was an exploration stage company engaged in the
acquisition, exploration and development of resource properties, principally
gold, in the Province of British Columbia, Canada.  Since the
acquisition of NAE, NAER has abandoned its plans to develop gold leases and will
concentrate future resources in acquiring, exploring and developing oil and
natural gas properties.


9


NOTE
      2:
            RELATED
      PARTY TRANSACTIONS





The
Company has non-interest bearing obligations to related parties at January 31,
2009 and April 30, 2008, as follows:




January
      31,
                          
                          
                          April
      30,2009
                          
                          
                          2008Assets
      acquired from shareholders
                          
                          $
                          371,000
                          
                          
                          $
                          371,000Cash
      received
                          
                          
                          130,000
                          
                          
                          
                          130,000Cash
      repayment
                          
                          
                          (36,750
                          )
                          
                          
                          -Options
      exercised with amounts due shareholders
                          
                          
                          (75,250
                          )
                          
                          
                          -$
                          389,000
                          
                          
                          $
                          501,000




The
Company acquired the following assets from its shareholders and assumed the
liability to its shareholders in August 2006:




2007Note
      receivable
                            
                            $
                            76,000Oil
      and gas properties
                            
                            
                            303,670Interest
      in pipeline
                            
                            
                            100,000Assets
      acquired
                            
                            
                            479,670Advance
      from joint interest participant assumed
                            
                            
                            (8,670
                            )Common
      stock issued
                            
                            
                            (100,000
                            )Liability
      to shareholders
                            
                            $
                            371,000


The
Company sells its gas pursuant to a contract with a gathering system principally
owned by a related party.  The Company receives a price equal to 70%
of the posted price.  The related party retains the other 30% of the
posted price for gathering fees and marketing fees.





During
the three months ended October 31, 2008, options to acquire 400,000 shares of
common stock were granted to two shareholders at prices ranging from $1.00 to
$1.25 per share.  A total of 63,500 shares were exercised during the
quarter and paid with a $66,000 reduction in the amount due
shareholders.  These options were cancelled effective November 1,
2008.





During
the three months ended January 31, 2009, the Company granted options for 384,667
shares to shareholders which were exchanged for shareholder advances of $9,250
and accounts payable assumed of $65,000.





During
the nine months ended January 31, 2009, the Company loaned a related party
$8,519 as an advance of consulting fees.


10





NOTE
      3:
            STOCKHOLDER’S
      EQUITY





PREFERRED
STOCK





The
Company has 100,000,000 shares of its $0.001 par value preferred stock
authorized.  At January 31, 2009 and April 30, 2008, the Company had
no shares issued and outstanding.




COMMON
STOCK





The
Company has 100,000,000 shares of its $0.001 par value common stock
authorized.  At January 31, 2009 and April 30, 2008 the Company has
30,507,667 and 21,000,000 shares issued and outstanding,
respectively.





During
the three months ended October 31, 2008, options to acquire 404,500 shares of
common stock were granted to two shareholders and one consultant at prices
ranging from $1.00 to $2.00 per share.  A total of 66,000 shares were
exercised during the quarter and paid with a $66,000 reduction in the amount due
shareholders and a reduction in accounts payable of $9,020.





During
the three months ended January 31, 2009, the Company granted options to acquire
589,667 shares of its common stock which were exchanged for a consulting
contract valued at $310,500, advances due shareholders of $9,250 and accounts
payable assumed of $69,400.





NOTE
      4:
            COMMITMENTS
      AND CONTINGENCIES





The
Company currently maintains its corporate office in the office of its accountant
at no charge.





The
shareholders of NAER prior to the acquisition of NAE agreed to contribute a
total of $1,500,000 to NAER as an inducement to the shareholders of NAE to close
the acquisition in July 2008.  Of this amount, $200,000 was
contributed as of January 31, 2009.  The Company received confirmation
in early February 2009 that the shareholders of NAER before the acquisition of
NAE advised NAER of the decision to default on their agreement to contribute a
$1,500,000 to the Company.  The Company’s plans for drilling and
developing its acreage have been delayed pending obtaining a new source of
financing.





NOTE
      5:
            SUBSEQUENT
      EVENT





On
February 12, 2009, the Company filed a Preliminary Information Statement
pursuant to Section 14C of the Securities Exchange Act of 1934 to announce the
approval by the holders of a majority of the common stock of the Company of a
reverse stock split of one share for each 50 currently
outstanding.  This action should become effective at least 20 days
after filing a Definitive 14C.  The share disclosures in this filing
have not been adjusted to take into account this reverse split.


11





ITEM
      2:
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





This
statement contains forward-looking statements within the meaning of the
Securities Act.  Discussions containing such forward-looking
statements may be found throughout this statement.  Actual events or
results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including the matters set forth in
this statement.





Our plan
of operation for the next twelve months is to obtain funding from private
placements of our common stock, continue to develop our existing leases, and
acquire additional leases.





COMPARISON
OF THREE MONTHS ENDED JANUARY 31, 2009 AND 2008





During
the three-month periods ended January 31, 2009 and 2008, we had oil and natural
gas sales of $1,740 and $1,679, respectively.  In the 2008 period, the
Company’s field came back on line after being shut-in due to flooding
experienced earlier in the year.  Sales re-commenced after substantial
repairs had been completed.  In the 2009 period, the Company had
several wells which were scheduled for work-over to commence in the quarter
ended January 31, 2009.  The scheduled work-overs were delayed until
the quarter ending April 30, 2009.





Non-cash
compensation includes the calculated value of options granted for consulting
contracts during the quarter.





At
January 31, 2009, the Company wrote off a note receivable in the amount of
$76,000 to bad debt expense as it was determined to be
uncollectible.





During
the three-month periods ended January 31, 2009 and 2008, general and
administrative expenses, amounted to $62,033 and $5,662,
respectively.  Consulting and professional services, accounting, field
supervision and software costs in 2009 account for the majority of the
increase.  The accounting was brought up to date during the 2009
period, an audit was completed and new oil and gas software was used for the
first time.





COMPARISON
OF NINE MONTHS ENDED JANUARY 31, 2009 AND 2008





During
the nine-month periods ended January 31, 2009 and 2008, we had oil and natural
gas sales of $4,712 and $4,109, respectively.  In the 2008 period, the
Company’s field was shut-in due to flooding experienced earlier in the year
until August 2007.  During 2009, several wells are being re-completed
commencing in February 2009.





Non-cash
compensation represents the amortization of the intrinsic value of common stock
options which began in the October 2008 quarter of $17,091 and the calculated
value of options issued for consulting contracts of $310,500.  The
options granted in the prior quarter were cancelled effective November 1,
2008.





At
January 31, 2009, the Company wrote off a note receivable in the amount of
$76,000 to bad debt expense as it was determined to be
uncollectible.





12





During
the nine-month periods ended January 31, 2009 and 2008, general and
administrative expenses, amounted to $125,945 and $4,362,
respectively.  Consulting and professional services, accounting and
software costs in 2009 account for the majority of the increase.  The
accounting was brought up to date during the 2009 period, an audit was completed
and new oil and gas software was used for the first time.





LIQUIDITY,
CAPITAL RESOURCES AND PLAN OF OPERATIONS





At
January 31, 2009, we had $4,769 in cash and a working capital deficit of
$379,788.  Comparatively, we had cash of $185,023 and a working
capital deficit of $509,192 at April 30, 2008.





Pursuant
to the stock purchase agreement between NAER and the shareholders of NAE, the
shareholders of NAER prior to the acquisition of NAE agreed to contribute
$1,500,000 for the working capital needs of NAER.  As of January 31,
2009, the Company had received $200,000 from the shareholders.  The
Company received confirmation in early February 2009 that the shareholders of
NAER before the acquisition of NAE advised NAER o the decision to default on
their agreement to contribute a $1,500,000 to the Company.  The
Company’s plans for drilling and developing its acreage have been delayed
pending obtaining a new source of financing.





We
estimate that our total planned expenditures over the next twelve months will be
approximately $120,000 for corporate overhead.  We expect to utilize
excess funds when available to acquire additional acreage for future drilling
operations.





CASH
USED IN OPERATING ACTIVITIES





Cash used
for operating activities was $275,059 for the nine-month period ended January
31, 2009 and $37,743 for the nine-month period ended January 31,
2008.  The majority of the increase is attributed to using the funds
received from joint interest participants to pay drilling and development costs
incurred during the period.  The majority of the funds required for
drilling and developing existing acreage will come from prepayments from joint
interest participants.  Aside from overhead, we expect to utilize the
majority of our excess capital, if any, to acquire additional
leases.





CASH
FROM FINANCING ACTIVITIES





We
received $50,000 in cash from shareholder contributions during the nine-month
period ended January 31, 2009, after the acquisition of NAE by
NAEN.  Of this amount, $36,750 was used to repay a portion of
shareholder loans.  As noted above, there will be no future
shareholder contributions from the former shareholders of NAEN.




13




GOING
CONCERN





We have
not attained profitable operations and are dependent upon obtaining a
replacement for the shareholder contributions discussed above to pursue our
business plan.  For these reasons, there is doubt we will be able to
continue as a going concern, since we are dependent upon an as yet unknown
source to provide sufficient funds to finance future operations until our
revenues are adequate to fund our cost of operations.





OFF-BALANCE
SHEET ARRANGEMENTS





None.


14


ITEM
      3:
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM
      4T:
            CONTROLS
      AND PROCEDURES




(a) Evaluation of Disclosure
Controls and Procedures





The
Company’s Chief Executive Officer has reviewed and evaluated the effectiveness
of the Company’s disclosure controls and procedures (as defined in Rules
240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of
1934) as of January 31, 2009.  Based on that review and evaluation,
which included inquiries made to certain other employees of the Company, the CEO
concluded that the Company’s current disclosure controls and procedures, as
designed and implemented, are effective in ensuring that information relating to
the Company required to be disclosed in the reports the Company files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, including insuring that such information is
accumulated and communicated to the Company’s management, including the CEO, as
appropriate to allow timely decisions regarding required
disclosure.





(b)  Changes in
Internal Controls





There
have been no significant changes in internal controls or in other factors that
could significantly affect these controls subsequent to the date of the
evaluation described above, including any corrective actions with regard to
significant deficiencies and material weaknesses.




15


PART
II - OTHER INFORMATION





ITEM
      1:
            LEGAL
      PROCEEDINGS





None





ITEM
      1A:
            RISK
      FACTORS





Not
applicable.





ITEM
      2:
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





During
the three months ended January 31, 2009, the Company granted options to acquire
589,667 shares of its common stock pursuant to an S-8 registration statement
which were exchanged for a consulting contract valued at $310,500, advances due
shareholders of $9,250 and accounts payable assumed of $69,400.





ITEM
      3:
            DEFAULTS
      UPON SENIOR SECURITIES.





None





ITEM
      4:
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





None





ITEM
      5:
            OTHER
      INFORMATION.





None





ITEM
      6:
            EXHIBITS





Exhibit
      31
                Certification
      pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act
      of 2002Exhibit
      32
                Certification
      pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act
      of 2002




16


SIGNATURE





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.




NORTH
      AMERICAN ENERGY RESOURCES, INC.Date:  March
      20, 2009By:  /s/
                Ross E. SilveyPresident,
      Chief Executive Officer andActing
      Chief Financial Officer




17