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: July 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,Texas78750


(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 o





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 (Section 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 o  No
o





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 o
            Accelerated
      filer o
            Non-accelerated
      filer o
            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 o  No
x





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 15,405,539 shares of common stock outstanding
as of August 26, 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 North American
Energy Resources, Inc.’s Form 10-K dated April 30, 2009.











TABLE OF
CONTENTS





PagePART
      I – FINANCIAL INFORMATION (Unaudited)Item
      1:
                    Financial
      Statements
                    3Item
      2:
                    Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    16Item
      3:
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    18Item
      4T:
                    Controls
      and Procedures
                    18PART
      II - OTHER INFORMATION
                    19Item
      1:
                    Legal
      ProceedingsItem
      1A:
                    Risk
      FactorsItem
      2:
                    Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3:
                    Defaults
      upon Senior SecuritiesItem
      4:
                    Submission
      of Matters to a Vote of Security HoldersItem
      5:
                    Other
      InformationItem
      6:
                    Exhibits







2





PART I - FINANCIAL INFORMATION


ITEM 1:  FINANCIAL STATEMENTS





NORTH
      AMERICAN ENERGY RESOURCES, INC.(An
      Exploration Stage Company)Balance
      SheetsJuly
      31, 2009 (Unaudited) and April 30,
2009




July 31, 2009
                                            
                                            
                                            April 30, 2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                                            
                                            $
                                            35,105
                                            
                                            
                                            $
                                            27,966Accounts
      receivable, net of allowance of $10,000 at 7/31/09
                                            
                                            
                                            44,683
                                            
                                            
                                            
                                            20,826Due
      from related party
                                            
                                            
                                            20,293
                                            
                                            
                                            
                                            19,993Prepaid
      expenses
                                            
                                            
                                            616,232
                                            
                                            
                                            
                                            84,933Total
      current assets
                                            
                                            
                                            716,313
                                            
                                            
                                            
                                            153,718Properties
      and equipment, at cost:Proved
      oil and natural gas properties and equipment
                                            
                                            
                                            47,489
                                            
                                            
                                            
                                            47,394Unevaluated
      properties, at cost
                                            
                                            
                                            110,230
                                            
                                            
                                            
                                            -Pipeline
                                            
                                            
                                            144,575
                                            
                                            
                                            
                                            144,575302,294
                                            
                                            
                                            
                                            191,969Accumulated
      depreciation and amortization
                                            
                                            
                                            (16,742
                                            )
                                            
                                            
                                            (15,143
                                            )Total
      properties and equipment
                                            
                                            
                                            285,552
                                            
                                            
                                            
                                            176,826Deposits
                                            
                                            
                                            783
                                            
                                            
                                            
                                            -Total
      assets
                                            
                                            $
                                            1,002,648
                                            
                                            
                                            $
                                            330,544LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payableTrade
                                            
                                            $
                                            51,557
                                            
                                            
                                            $
                                            47,756Oil
      and gas proceeds due others
                                            
                                            
                                            -
                                            
                                            
                                            
                                            956Due
      to shareholder
                                            
                                            
                                            2,000
                                            
                                            
                                            
                                            2,000Advances
      received from joint interest participants
                                            
                                            
                                            68,382
                                            
                                            
                                            
                                            30,000Accrued
      expenses
                                            
                                            
                                            12,075
                                            
                                            
                                            
                                            -Current
      portion of long-term debt
                                            
                                            
                                            389,000
                                            
                                            
                                            
                                            -Total
      current liabilities
                                            
                                            
                                            523,014
                                            
                                            
                                            
                                            80,712Long-term
      debt, less current portion
                                            
                                            
                                            13,500
                                            
                                            
                                            
                                            402,500Total
      liabilities
                                            
                                            
                                            536,514
                                            
                                            
                                            
                                            483,212Commitments
      and contingenciesStockholders'
      equity (deficit):Preferred
      stock:  $0.001 par value; 100,000,000 sharesauthorized;
      no shares issued and outstanding
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      stock: $0.001 par value; 100,000,000 sharesauthorized;
      15,405,539 and 14,035,539 shares issuedand
      outstanding at July 31, 2009 and April 30, 2009,respectively
                                            
                                            
                                            15,406
                                            
                                            
                                            
                                            14,036Additional
      paid in capital
                                            
                                            
                                            1,750,578
                                            
                                            
                                            
                                            960,948Deficit
      accumulated during the exploration stage
                                            
                                            
                                            (1,299,850
                                            )
                                            
                                            
                                            (1,127,652
                                            )Total
      stockholders' equity (deficit)
                                            
                                            
                                            466,134
                                            
                                            
                                            
                                            (152,668
                                            )Total
      liabilities and stockholders' equity (deficit)
                                            
                                            $
                                            1,002,648
                                            
                                            
                                            $
                                            330,544
  See
      accompanying notes to financial statements




3


NORTH
      AMERICAN ENERGY RESOURCES, INC.(An
      Exploration Stage Company)Statements
      of Condensed Consolidated OperationsFor
      the three months ended July 31, 2009 and 2008and
      the period from inception (August 18, 2006) through July 31,
      2009(Unaudited)




Inception(August
      18, 2006)throughJuly
      31,2009
                                                
                                                
                                                2008
                                                
                                                
                                                2009Oil
      and natural gas sales
                                                
                                                $
                                                1,614
                                                
                                                
                                                $
                                                1,266
                                                
                                                
                                                $
                                                26,286Pipeline
      fees
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,450Total
      revenues
                                                
                                                
                                                1,614
                                                
                                                
                                                
                                                1,266
                                                
                                                
                                                
                                                28,736Costs
      and expensesOil
      and natural gas production taxes
                                                
                                                
                                                116
                                                
                                                
                                                
                                                91
                                                
                                                
                                                
                                                1,893Oil
      and natural gas production expenses
                                                
                                                
                                                4,850
                                                
                                                
                                                
                                                9,146
                                                
                                                
                                                
                                                80,573Depreciation
      and amortization
                                                
                                                
                                                1,599
                                                
                                                
                                                
                                                1,123
                                                
                                                
                                                
                                                9,242Asset
      impairment
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                417,840Non-cash
      compensation
                                                
                                                
                                                128,701
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                516,959General
      and administrative expense, net ofoperator's
      overhead fees
                                                
                                                
                                                26,771
                                                
                                                
                                                
                                                15,804
                                                
                                                
                                                
                                                288,814162,037
                                                
                                                
                                                
                                                26,164
                                                
                                                
                                                
                                                1,315,321Loss
      from operations
                                                
                                                
                                                (160,423
                                                )
                                                
                                                
                                                (24,898
                                                )
                                                
                                                
                                                (1,286,585
                                                )Other
      income (expense):Other
      income
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                320Interest
      income
                                                
                                                
                                                300
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                300Interest
      expense
                                                
                                                
                                                (12,075
                                                )
                                                
                                                
                                                (425
                                                )
                                                
                                                
                                                (13,885
                                                )Total
      other income (expense)
                                                
                                                
                                                (11,775
                                                )
                                                
                                                
                                                (425
                                                )
                                                
                                                
                                                (13,265
                                                )Loss
      before income taxes
                                                
                                                
                                                (172,198
                                                )
                                                
                                                
                                                (25,323
                                                )
                                                
                                                
                                                (1,299,850
                                                )Provision
      for income taxes
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Net
      loss
                                                
                                                $
                                                (172,198
                                                )
                                                
                                                $
                                                (25,323
                                                )
                                                
                                                $
                                                (1,299,850
                                                )Net
      loss per common share, basic and diluted
                                                
                                                $
                                                (0.01
                                                )
                                                
                                                $
                                                (0.00
                                                )
                                                
                                                $
                                                (0.09
                                                )Weighted
      average common shares outstanding
                                                
                                                
                                                15,027,713
                                                
                                                
                                                
                                                13,676,153
                                                
                                                
                                                
                                                13,835,303
  See
      accompanying notes to condensed consolidated financial
      statements.






4




NORTH
      AMERICAN ENERGY RESOURCES, INC.(An
      Exploration Stage Company)Statements
      of Stockholers Equity (Deficit)For
      the period from inception (August 18, 2006) through July 31,
      2009(Unaudited)




DeficitAccumulatedAdditional
                                      
                                      
                                      During
      theCommon
      stock
                                      
                                      
                                      Paid-in
                                      
                                      
                                      ExplorationShares
                                      
                                      
                                      Amount
                                      
                                      
                                      Capital
                                      
                                      
                                      Stage
                                      
                                      
                                      TotalBALANCE
      August 18, 2006
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Common
      stock issued for cash
                                      
                                      
                                      2,071,684
                                      
                                      
                                      
                                      2,072
                                      
                                      
                                      
                                      17,928
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      20,000Common
      stock issued for net assets
                                      
                                      
                                      10,355,935
                                      
                                      
                                      
                                      10,356
                                      
                                      
                                      
                                      89,644
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      100,000Net
      loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (5,379
                                      )
                                      
                                      
                                      (5,379
                                      )BALANCE
      April 30, 2007
                                      
                                      
                                      12,427,619
                                      
                                      
                                      
                                      12,428
                                      
                                      
                                      
                                      107,572
                                      
                                      
                                      
                                      (5,379
                                      )
                                      
                                      
                                      114,621Net
      loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (24,805
                                      )
                                      
                                      
                                      (24,805
                                      )BALANCE
      April 30, 2008
                                      
                                      
                                      12,427,619
                                      
                                      
                                      
                                      12,428
                                      
                                      
                                      
                                      107,572
                                      
                                      
                                      
                                      (30,184
                                      )
                                      
                                      
                                      89,816Acquisition
      of North American EnergyResources,
      Inc.
                                      
                                      
                                      177,000
                                      
                                      
                                      
                                      177
                                      
                                      
                                      
                                      119,653
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      119,830Conversion
      of note payable and accruedinterest
      for common stock
                                      
                                      
                                      1,242,762
                                      
                                      
                                      
                                      1,243
                                      
                                      
                                      
                                      34,287
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      35,530Common
      stock options granted
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      17,091
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      17,091Shareholder
      contribution
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      50,000Exercise
      common stock options
                                      
                                      
                                      25,158
                                      
                                      
                                      
                                      25
                                      
                                      
                                      
                                      176,408
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      176,433Common
      stock issued for consultingservices
                                      
                                      
                                      3,000
                                      
                                      
                                      
                                      3
                                      
                                      
                                      
                                      310,497
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      310,500Common
      stock issued for Chief ExecutiveOfficer
      compensation
                                      
                                      
                                      160,000
                                      
                                      
                                      
                                      160
                                      
                                      
                                      
                                      145,440
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      145,600Net
      loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,097,468
                                      )
                                      
                                      
                                      (1,097,468
                                      )BALANCE
      April 30, 2009
                                      
                                      
                                      14,035,539
                                      
                                      
                                      
                                      14,036
                                      
                                      
                                      
                                      960,948
                                      
                                      
                                      
                                      (1,127,652
                                      )
                                      
                                      
                                      (152,668
                                      )Common
      stock issued for:Unevaluated
      oil and gas properties
                                      
                                      
                                      700,000
                                      
                                      
                                      
                                      700
                                      
                                      
                                      
                                      125,300
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      126,000Consulting
      agreements
                                      
                                      
                                      600,000
                                      
                                      
                                      
                                      600
                                      
                                      
                                      
                                      629,400
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      630,000Exercise
      common stock options
                                      
                                      
                                      70,000
                                      
                                      
                                      
                                      70
                                      
                                      
                                      
                                      34,930
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      35,000Net
      loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (172,198
                                      )
                                      
                                      
                                      (172,198
                                      )BALANCE
      July 31, 2009
                                      
                                      
                                      15,405,539
                                      
                                      
                                      $
                                      15,406
                                      
                                      
                                      $
                                      1,750,578
                                      
                                      
                                      $
                                      (1,299,850
                                      )
                                      
                                      $
                                      466,134
  See
      accompanying notes to financial
statements.






5


NORTH
      AMERICAN ENERGY RESOURCES, INC.(An
      Exploration Stage Company)Statements
      of Condensed Consolidated Cash FlowsFor
      the three months ended July 31, 2009 and 2008and
      the period from inception (August 18, 2006) through July 31,
      2009(Unaudited)




Inception(August
      18, 2006)throughJanuary
      31,2009
                                          
                                          
                                          2008
                                          
                                          
                                          2009Operating
      activitiesNet
      loss
                                          
                                          $
                                          (172,198
                                          )
                                          
                                          $
                                          (25,323
                                          )
                                          
                                          $
                                          (1,299,850
                                          )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Depreciation
      and amortization
                                          
                                          
                                          1,599
                                          
                                          
                                          
                                          1,123
                                          
                                          
                                          
                                          9,242Non-cash
      compensation
                                          
                                          
                                          128,701
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          516,959Bad
      debt expense
                                          
                                          
                                          10,000
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          86,000Asset
      impairment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          417,840Increase
      (decrease) in:Accounts
      receivable
                                          
                                          
                                          (18,086
                                          )
                                          
                                          
                                          (9,514
                                          )
                                          
                                          
                                          (76,228
                                          )Prepaid
      expenses and other assets
                                          
                                          
                                          1,717
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          1,717Accounts
      payable
                                          
                                          
                                          5,344
                                          
                                          
                                          
                                          17,649
                                          
                                          
                                          
                                          155,239Accrued
      expenses
                                          
                                          
                                          12,075
                                          
                                          
                                          
                                          (1,094
                                          )
                                          
                                          
                                          12,355Related
      party advances, net
                                          
                                          
                                          (300
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (18,293
                                          )Advances
      from joint interest owners
                                          
                                          
                                          38,382
                                          
                                          
                                          
                                          (121,769
                                          )
                                          
                                          
                                          59,712Net
      cash from (used in) operating activities
                                          
                                          
                                          7,234
                                          
                                          
                                          
                                          (138,928
                                          )
                                          
                                          
                                          (135,307
                                          )Investing
      activitiesPayments
      for oil and natural gas properties andequipment
                                          
                                          
                                          (95
                                          )
                                          
                                          
                                          (1,166
                                          )
                                          
                                          
                                          (161,418
                                          )Cash
      received in excess of cash paid in reverseacquisition
      of North American Energy Resources, Inc.
                                          
                                          
                                          -
                                          
                                          
                                          
                                          100,000
                                          
                                          
                                          
                                          119,830Proceeds
      from sale of oil and gas properties
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          7,500Payments
      for pipeline
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (7,500
                                          )Net
      cash used in investing activities
                                          
                                          
                                          (95
                                          )
                                          
                                          
                                          98,834
                                          
                                          
                                          
                                          (41,588
                                          )Financing
      activitiesLoan
      proceeds
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          48,750Shareholder
      contribution
                                          
                                          
                                          -
                                          
                                          
                                          
                                          50,000
                                          
                                          
                                          
                                          50,000Loans
      from related parties
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          93,250Sale
      of common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          20,000Net
      cash provided by financing activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          50,000
                                          
                                          
                                          
                                          212,000Net
      increase in cash and cash equivalents
                                          
                                          
                                          7,139
                                          
                                          
                                          
                                          9,906
                                          
                                          
                                          
                                          35,105Cash
      and cash equivalents, beginning of period
                                          
                                          
                                          27,966
                                          
                                          
                                          
                                          185,023
                                          
                                          
                                          
                                          -Cash
      and cash equivalents, end of period
                                          
                                          $
                                          35,105
                                          
                                          
                                          $
                                          194,929
                                          
                                          
                                          $
                                          35,105(Continued)
  See
      accompanying notes to condensed consolidated financial
      statements.




6




NORTH
      AMERICAN ENERGY RESOURCES, INC.(An
      Exploration Stage Company)Statements
      of Condensed Consolidated Cash Flows, ContinuedFor
      the three months ended July 31, 2009 and 2008and
      the period from inception (August 18, 2006) through July 31,
      2009(Unaudited)




Inception(August
      18, 2006)throughJuly
      31,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    1,094
                                    
                                    
                                    $
                                    -Income
      taxes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Non-cash
      investing and financing activities:Common
      stock issued for:Notes
      receivable
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    76,000Oil
      and gas properties
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    303,670Interest
      in pipeline
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    100,000Loans
      to shareholders assumed
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (371,000
                                    )Advance
      from joint interest participant assumed
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (8,670
                                    )$
                                    100,000Acquisition
      of North American Energy Resources,Inc.
      in reverse acquisition:Assets
      acquired, other than cash
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    -Liabilities
      assumed
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (30,170
                                    )(30,170
                                    )Common
      stock issued
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (150,000
                                    )Cash
      received in excess of cash paid
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    119,830Exchange
      of joint interest receivable for oil andnatural
      gas properties
                                    
                                    $
                                    -
                                    
                                    
                                    
                                    33,332
                                    
                                    
                                    $
                                    37,316Convertible
      note payable and accrued interestexchanged
      for 1,000 shares of North AmericanExploration,
      Inc. common stock
                                    
                                    
                                    -
                                    
                                    
                                    
                                    35,530
                                    
                                    
                                    
                                    35,530Common
      stock options cancelled
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    188,005Common
      stock issued for:Consulting
      agreements
                                    
                                    
                                    630,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Unevaluated
      oil and natural gas properties
                                    
                                    
                                    126,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -  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,
2009, which is included in the Company’s Form 10-K dated April 30,
2009.  The financial data for the interim periods presented may not
necessarily reflect the results to be anticipated for the complete
year.





In
preparing the accompanying unaudited condensed consolidated financial
statements, the Company has reviewed, as determined necessary by the Company's
management, events that have occurred after July 31, 2009, up until the issuance
of the financial statements, which occurred on September 21, 2009.





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 now utilizes the April 30
year-end of NAE.




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 July
31, 2009 and April 30, 2009 the Company had working capital of $193,299 and
$73,006, 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 the majority 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 limited additional up-front capital costs on existing
properties.  This method of operation 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




Recent
accounting pronouncements




Accounting
standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the financial statements upon
adoption.





On April
9, 2009, the Financial Accounting Standards Board ("FASB") issued Staff Position
SFAS 107-1 and Accounting Principles Board ("APB") Opinion No. 28-1, "Interim
Disclosures about Fair Value of Financial Instruments," to require disclosures
about fair value of financial instruments in interim financial statements as
well as in annual financial statements.  APB 28-1 amends APB Opinion
No. 28, "Interim Financial Reporting," to require those disclosures in all
interim financial statements.  FSP 107-1 and APB 28-1 are effective
for interim periods ending after June 15, 2009 and the Company has adopted them
effective July 31, 2009.





In April
2009, the Financial Accounting Standards Board ("FASB") issued FSP No. FAS
157-4, “Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly” (“FSP FAS 157-4”).  FSP FAS 157-4 provides
guidance on estimating fair value when market activity has decreased and on
identifying transactions that are not orderly.  Additionally, entities
are required to disclose in interim and annual periods the inputs and valuation
techniques used to measure fair value.  This FSP is effective for
interim and annual periods ending after June 15, 2009.  The Company
adopted FSP FAS 157-4 effective July 31, 2009 and it had no impact on its
consolidated financial condition or results of operation.





On April
9, 2009, the FASB issued Staff Position SFAS 115-2 and SFAS 124-2 "Recognition
and Presentation of Other Than-Temporary Impairments" ("FSP
115-2").  FSP 115-2 provides guidance in determining whether
impairments in debt securities are other than temporary, and modifies the
presentation and disclosures surrounding such instruments.  FSP 115-2
is effective for interim periods ending after June 15, 2009, and the Company has
adopted its provisions effective July 31, 2009.  FSP 115-2 did not
have a significant impact on the Company's financial position, results of
operations, cash flows, or disclosures for the second quarter of
2009.





In May
2009, the FASB issued Statement No. 165, "Subsequent Events" ("SFAS
165").  SFAS 165 modifies the definition of what qualifies as a
subsequent event - those events or transactions that occur following the balance
sheet date, but before the financial statements are issued, or are available to
be issued - and requires companies to disclose the date through which it has
evaluated subsequent events and the basis for determining that
date.  The Company adopted the provisions of SFAS 165 effective July
31, 2009, in accordance with the effective date.  See organization
above.





In June
2009, the FASB issued Statement No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167").  Among other items SFAS 167 responds to concerns
about the application of certain key provisions of FIN 46(R), including those
regarding the transparency of the involvement with variable interest
entities.  SFAS 167 is effective for calendar year companies beginning
on January 1, 2010.  The Company has not yet determined the impact
that adoption of SFAS 167 will have on its financial position, results of
operations, cash flows, or disclosures.






10





In
June 2009, the FASB issued SFAS No. 168, "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles—a replacement of FASB Statement No. 162."  This
standard establishes only two levels of U.S. generally accepted accounting
principles (“GAAP”), authoritative and non-authoritative. The FASB Accounting
Standards Codification (the “Codification”) will become the source of
authoritative, nongovernmental GAAP, except for rules and interpretive releases
of the SEC, which are sources of authoritative GAAP for SEC registrants. All
other non-grandfathered, non-SEC accounting literature not included in the
Codification will become non-authoritative. This standard is effective for
financial statements for interim or annual reporting periods ending after
September 15, 2009. The Company will begin to use the new guidelines and
numbering system prescribed by the Codification when referring to GAAP beginning
in the period ended October 31, 2009. As the Codification was not intended
to change or alter existing GAAP, it is not otherwise expected to have any
impact on the Company’s consolidated balance sheet, statement of operations,
cash flows, or disclosures.





In June
2009, the Securities and Exchange Commission released of Staff Accounting
Bulletin (SAB) No. 112.  This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), "Business Combinations,"
and Statement of Financial Accounting Standards No. 160, "Non-controlling
Interests in Consolidated Financial Statements." The Company has not yet
determined the impact that adoption of SAB 112 will have on its consolidated
balance sheet, statement of operations, cash flows, or disclosures, if
any.





In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active.  FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued.  The
adoption of FSP FAS 157-3 had no impact on the Company’s consolidated results of
operations, financial condition, cash flows or disclosures.





In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.”  This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities.  This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged.  The Company adopted this FSP
effective February 1, 2009.  The adoption of the FSP had no
impact on the Company’s consolidated results of operations, financial
condition,  cash flows or disclosures.




11





In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157.  Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15, 2009,
which for the Company will be its fiscal year ending April 30,
2010.  The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its consolidated financial condition or results
of operation.





In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial  Assets and  Extinguishments of
Liabilities,” and  FASB  Interpretation 46 (revised December 2003),
“Consolidation of  Variable  Interest Entities − an
interpretation of ARB  No. 51,” as well as other
modifications.  While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s consolidated financial statements.  The changes would be
effective in 2010, on a prospective basis.





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities," (“FSP EITF 03-6-1”). FSP
EITF 03-6-1 addresses whether instruments granted in share-based payment
transactions are participating securities prior to vesting, and therefore need
to be included in the computation of earnings per share under the two-class
method as described in SFAS 128, “Earnings per Share.” FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We adopted FSP EITF
03-6-1 on May 1, 2009 and it had no effect on our consolidated financial
positionand
results of operations.





In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-and interpretation of FASB Statement No. 60.” ("SFAS
163").  SFAS 163 clarifies how SFAS 60 applies to financial guarantee
insurance contracts, including the recognition and measurement of premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for fiscal years beginning on or after December 15, 2008, and interim periods
within those years. SFAS 163 had no effect on the Company’s consolidated
financial position, statements of operations, cash flows or disclosures when
adopted on February 1, 2009.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” ("SFAS 162").  SFAS 162 sets forth the level
of authority to a given accounting pronouncement or document by category. Where
there might be conflicting guidance between two categories, the more
authoritative category will prevail. SFAS 162 will become effective 60 days
after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company’s financial
position, statements of operations,  cash flows or disclosures at this
time.




12





In March
2008, the FASB, issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities—an amendment of FASB Statement No. 133." ("SFAS 161").
  This standard requires companies to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance, and cash
flows. This Statement is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company adopted the provisions of SFAS 161 on
February 1, 2009, and it had no  impact on its consolidated financial
position, results of operations, cash flows or disclosures.





In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51."  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. The Company adopted
this Statement February 1, 2009, and it did not have an impact on the Company’s
consolidated financial position, results of operations, cash flows or
disclosures.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), "Business
Combinations." ("SFAS 141(R)").  This Statement replaces FASB
Statement No. 141, "Business Combinations," but retains the fundamental
requirements in SFAS 141.  This Statement establishes principles
and requirements for how the acquirer: (a) recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The Company adopted this statement May 1, 2009, and
it did not have an impact on the Company’s consolidated financial position,
results of operations, cash flows or disclosures.




13




NOTE
      2:
            RELATED
      PARTY TRANSACTIONS





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.  The gathering
system is currently inactive due to low gas prices.





At July
31, 2009 and April 30, 2009, the Company owed the President of NAE $2,000 in
compensation.





At July
31, 2009 and April 30, 2009, the Company had a note receivable from a
shareholder in the amount of $19,993 which bears interest at 6% per
annum.  Accrued interest in the amount of $300 is included in the
balance at July 31, 2009.





Long-term
debt includes two convertible notes payable to shareholders in the total amount
of $402,500 at July 31, 2009 and April 30, 2009.  One note in the
amount of $389,000 is due May 1, 2010, including interest at 12%, is convertible
into the Company's common stock at a price of $1.50 per share.  The
second note in the amount of $13,500 is due April 27, 2011, including interest
at 12% and is convertible into the Company's common stock at a price of $1.00
per share.








NOTE
      3:
            STOCKHOLDER’S
      EQUITY





PREFERRED
STOCK





The
Company has 100,000,000 shares of its $0.001 par value preferred stock
authorized.  At July 31, 2009 and April 30, 2009, 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 July 31, 2009 and April 30, 2009 the Company has
15,405,539 and 14,035,539 shares issued and outstanding,
respectively.





During
the three months ended July 31, 2009, options to acquire 70,000 shares of common
stock were granted to three consultants at $0.50 per share.  All of
the shares were exercised during the quarter and paid with $30,000 in consulting
contracts and a reduction in accounts payable of $5,000.





REVERSE
SPLIT





At a
special meeting of shareholders held on April 23, 2009, 63% of our shareholders,
either in person or by proxy, voted to approve a 1:50 reverse split of the
Company's common stock.  This amendment to the Company's Articles of
Incorporation was filed with the Nevada Secretary of State and became effective
on April 27, 2009.  Accordingly, all references to shares of our
common stock included herein have been retroactively restated to give effect to
the reverse split.




14





CONTINGENT
SHARES





On July
28, 2008, the Company acquired 100% of the outstanding stock of NAE for 420,000
shares of our common stock pursuant to a Stock Purchase Agreement
("SPA").  Completion of the SPA resulted in the shareholders of NAE
having control of NAEY.





The SPA
provided that NAEY was to have $1,500,000 in cash and no liabilities at
closing.  At July 28, 2008, the closing date, NAEY had $150,000 of the
required cash and on August 28, 2008, the parties to the SPA entered into a
Modification Agreement ("MA") which provided an extension until January 27, 2009
for the additional cash to be contributed to the Company.  At January
27, 2009, the Company had received an additional $50,000 and was still short
$1,300,000 of the agreed amount.  The MA provided that the Buyer would
make contingent issuances of shares to the Seller equal to 95% of all the
outstanding stock after issuance.  Accordingly, effective April 30,
2009, an additional 13,250,381 shares were issued to the Sellers.





COMMON
STOCK OPTIONS





The North
American Energy Resources, Inc. 2008 Stock Option Plan ("Plan") was filed on
September 11, 2008 and reserves 2,500,000 shares for awards under the
Plan.  The Company's Board of Directors is designated to administer
the Plan and may form a Compensation Committee for this purpose.  The
Plan terminates on July 23, 2013.





Options
granted under the Plan may be either "incentive stock options" intended to
qualify as such under the Internal Revenue Code, or "non-qualified stock
options."  Options outstanding under the Plan have a maximum term of
up to ten years, as designated in the option agreements.




NOTE
      4:
            COMMITMENTS
      AND CONTINGENCIES





The CEO
provides the Company's corporate office at no charge.











15








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 JULY 31, 2009 AND 2008





During
the three-month periods ended January 31, 2009 and 2008, we had oil and natural
gas sales of $1,614and $1,266, respectively.  In the 2008 period, the
Company’s revenue was solely from natural gas sales.  In the 2009
period, the Company's revenue was from its interest in two oil
wells.  All natural gas production was shut-in during February 2009
due to the low gas price.





Non-cash
compensation includes the calculated value of options granted for consulting
contracts during the quarter and the stock issued for consulting services
provided during the quarter.





During
the three-month periods ended July 31, 2009 and 2008, general and administrative
expenses, amounted to $49,271 and $15,804, respectively.  Field
supervision costs in 2009 account for the majority of the increase.





Interest
expense amounted to $12,075 and $425 during the three months ended July 31, 2009
and 2008, respectively.  The increase is primarily from the $389,000
note due to a shareholder which was dated May 1, 2009.





LIQUIDITY,
CAPITAL RESOURCES AND PLAN OF OPERATIONS





At July
31, 2009, we had $35,105 in cash and working capital of
$193,299.  Comparatively, we had cash of $27,966 and working capital
of $73,006 at April 30, 2009.





On July
28, 2008, the Company acquired 100% of the outstanding stock of NAE for 420,000
shares of our common stock pursuant to a Stock Purchase Agreement
("SPA").  Completion of the SPA resulted in the shareholders of NAE
having control of NAEY.





The SPA
provided that NAEY was to have $1,500,000 in cash and no liabilities at
closing.  At July 28, 2008, the closing date, NAEY had $150,000 of the
required cash and on August 28, 2008, the parties to the SPA entered into a
Modification Agreement ("MA") which provided an extension until January 27, 2009
for the additional cash to be contributed to the Company.  At January
27, 2009, the Company had received an additional $50,000 and was still short
$1,300,000 of the agreed amount.  The MA provided that the Buyer would
make contingent issuances of shares to the Seller equal to 95% of all the
outstanding stock after issuance.  Accordingly, effective April 30,
2009, an additional 13,250,381 shares were issued to the Sellers.




16





We
estimate that our total planned cash 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 and plan to issue our common stock for certain services when
possible.





CASH
USED IN OPERATING ACTIVITIES





Cash from
operating activities was $7,234 for the three-month period ended July 31, 2009
and cash used in operations was $138,928 for the comparable 2008
period.  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 2008 period.  There was only very limited activity
in the 2009 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 three-month
period ended July 31, 2008, after the acquisition of NAE by NAEN.  As
noted above, there will be no future shareholder contributions from the former
shareholders of NAEN.





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.




17





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 and Chief Financial Officer have 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 July 31, 2009.  Based on that
review and evaluation, which included inquiries made to certain other
consultants of the Company, the CEO and CFO concluded that the Company’s current
disclosure controls and procedures, as designed and implemented, are not
effective, due to a lack of segregation of duties, 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 and CFO, 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.






18





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 July 31, 2009, the Company granted options to acquire
70,000 shares of its common stock pursuant to an S-8 registration statement
which were exchanged for two consulting agreements valued at $30,000 and
accounts payable of $5,000.  In addition, 600,000 shares, valued at
$630,000, were issued for consulting agreements and 700,000 shares, valued at
$126,000, were issued to acquire unevaluated oil and natural gas
properties.





All of
the shares issued were sold pursuant to an exemption from registration under
Section 4(2) promulgated under the Securities Act of 1933, as
amended.




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








19





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:
      September 21, 2009By:
                            /s/
                            Ross
      E. SilveyPresident,
      Chief Executive Officer andActing
      Chief Financial Officer

















20