U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended: October 31, 2009





File No.
000-52522





North American Energy
Resources, Inc.


(Name
of small business issuer in our charter)





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





11005 Anderson Mill Road,
Austin, Texas  78750


(Address
of principal executive offices) (Zip Code)





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





Indicate
by check mark whether the registrant: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No  ̈





Indicate
by check mark whether the registrant 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  ̈ No
 ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):





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


(Do not
check if a smaller reporting company)





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





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 16,055,539 shares of common stock outstanding
as of November 19, 2009.





EXPLANATORY
NOTE





We filed
our Quarterly Report on Form 10-Q for the quarter ended October 31, 2009 on
December 21, 2009 (the "Original Report").  We are filing this
Amendment No. 1 on Form 10-Q/A (this "Amendment") to make the following
changes:





·
            Reclassify
      the non-current portion of prepaid expenses in the amount of $147,000 from
      prepaid expenses (current) to prepaid expenses (non-current) and add Note
      7 to describe the change,


·
            Revise
      and expand disclosure of prepaid expenses in Note
  6,


·
            Provide
      currently dated Exhibit Nos. 31-1 and
32-1.





This
Amendment is being filed in response to a comment we received from the staff of
the Division of Corporation Finance of the Securities and Exchange Commission
(the "SEC") in connection with the staff's review of the Original
Report.  We have made no attempt in this Amendment to modify or update
the disclosures presented in the Original Report other than as noted in the
previous paragraph.  Also, this Amendment does not reflect events
occurring after the filing of the Original Report.  Accordingly, this
Amendment should be read in conjunction with the Original Report and our other
filings with the SEC subsequent to the filing of the Original
Report.


2


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)
                  4Item
      1:
                  Condensed
      Consolidated Financial Statements
                  4Item
      2:
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  19Item
      3:
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  22Item
      4T:
                  Controls
      and Procedures
                  22PART
      II - OTHER INFORMATION
                  23Item
      1:
                  Legal
      Proceedings
                  23Item
      1A:
                  Risk
      Factors
                  23Item
      2:
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  23Item
      3:
                  Defaults
      upon Senior Securities
                  23Item
      4:
                  Submission
      of Matters to a Vote of Security Holders
                  23Item
      5:
                  Other
      Information
                  23Item
      6:
                  Exhibits
                  23


3


PART
I - FINANCIAL INFORMATION


ITEM
1:  FINANCIAL STATEMENTS





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Balance
Sheets


October
31, 2009 (Unaudited) and April 30, 2009





October
      31,
                
                
                April
      30,2009
                
                
                2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                6,081
                
                
                $
                27,966Accounts
      receivable, net of allowance of $10,000 at 10/31/09
                
                
                9,981
                
                
                
                20,826Due
      from related party
                
                
                20,593
                
                
                
                19,993Prepaid
      expenses
                
                
                545,906
                
                
                
                84,933Total
      current assets
                
                
                582,561
                
                
                
                153,718Properties
      and equipment, at cost:Proved
      oil and natural gas properties and equipment
                
                
                147,134
                
                
                
                47,394Unevaluated
      properties, at cost
                
                
                125,780
                
                
                
                -Pipeline
                
                
                144,575
                
                
                
                144,575417,489
                
                
                
                191,969Accumulated
      depreciation and amortization
                
                
                (18,383
                )
                
                
                (15,143
                )Total
      properties and equipment
                
                
                399,106
                
                
                
                176,826Prepaid
      expenses
                
                
                147,000Deposits
                
                
                837
                
                
                
                -Total
      assets
                
                $
                1,129,504
                
                
                $
                330,544LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payableTrade
                
                $
                105,581
                
                
                $
                47,756Oil
      and gas proceeds due others
                
                
                -
                
                
                
                956Advances
      from related parties
                
                
                12,300
                
                
                
                2,000Advances
      received from joint interest participants
                
                
                47,652
                
                
                
                30,000Accrued
      expenses - related parties
                
                
                24,154
                
                
                
                -Current
      portion of long-term debt - related parties
                
                
                384,428
                
                
                
                -Total
      current liabilities
                
                
                574,115
                
                
                
                80,712Long-term
      debt, less current portion - related parties
                
                
                13,500
                
                
                
                402,500Total
      liabilities
                
                
                587,615
                
                
                
                483,212Commitments
      and contingenciesStockholders'
      equity (deficit):Preferred
      stock:  $0.001 par value; 100,000,000 shares authorized; no
      shares issued and outstanding
                
                
                -
                
                
                
                -Common
      stock: $0.001 par value; 100,000,000 shares authorized; 16,055,539 and
      14,035,539 shares issued and outstanding at October 31, 2009 and April 30,
      2009, respectively
                
                
                16,056
                
                
                
                14,036Additional
      paid in capital
                
                
                2,125,428
                
                
                
                960,948Deficit
      accumulated during the exploration stage
                
                
                (1,599,595
                )
                
                
                (1,127,652
                )Total
      stockholders' equity (deficit)
                
                
                541,889
                
                
                
                (152,668
                )Total
      liabilities and stockholders' equity (deficit)
                
                $
                1,129,504
                
                
                $
                330,544





See
accompanying notes to financial statements


4





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Operations


For
the three months ended October 31, 2009 and 2008


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


(Unaudited)





2009
                                                                            
                                                                            
                                                                            2008Oil
      and natural gas sales
                                                                            
                                                                            $
                                                                            1,974
                                                                            
                                                                            
                                                                            $
                                                                            1,705Pipeline
      fees
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Total
      revenues
                                                                            
                                                                            
                                                                            1,974
                                                                            
                                                                            
                                                                            
                                                                            1,705Costs
      and expensesOil
      and natural gas production taxes
                                                                            
                                                                            
                                                                            142
                                                                            
                                                                            
                                                                            
                                                                            123Oil
      and natural gas production expenses
                                                                            
                                                                            
                                                                            4,115
                                                                            
                                                                            
                                                                            
                                                                            11,716Depreciation
      and amortization
                                                                            
                                                                            
                                                                            1,641
                                                                            
                                                                            
                                                                            
                                                                            1,536Asset
      impairment
                                                                            
                                                                            
                                                                            108,000
                                                                            
                                                                            
                                                                            
                                                                            -Non-cash
      compensation
                                                                            
                                                                            
                                                                            106,326
                                                                            
                                                                            
                                                                            
                                                                            17,091General
      and administrative expense, net of operator's
      overhead fees
                                                                            
                                                                            
                                                                            59,716
                                                                            
                                                                            
                                                                            
                                                                            48,107279,940
                                                                            
                                                                            
                                                                            
                                                                            78,573Loss
      from operations
                                                                            
                                                                            
                                                                            (277,966
                                                                            )
                                                                            
                                                                            
                                                                            (76,868
                                                                            )Other
      income (expense):Interest
      income
                                                                            
                                                                            
                                                                            300
                                                                            
                                                                            
                                                                            
                                                                            -Interest
      expense
                                                                            
                                                                            
                                                                            (12,079
                                                                            )
                                                                            
                                                                            
                                                                            -Total
      other income (expense)
                                                                            
                                                                            
                                                                            (11,779
                                                                            )
                                                                            
                                                                            
                                                                            -Loss
      before income taxes
                                                                            
                                                                            
                                                                            (289,745
                                                                            )
                                                                            
                                                                            
                                                                            (76,868
                                                                            )Provision
      for income taxes
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Net
      loss
                                                                            
                                                                            $
                                                                            (289,745
                                                                            )
                                                                            
                                                                            $
                                                                            (76,868
                                                                            )Net
      loss per common share, basic and diluted
                                                                            
                                                                            $
                                                                            (0.02
                                                                            )
                                                                            
                                                                            $
                                                                            (0.01
                                                                            )Weighted
      average common shares outstanding
                                                                            
                                                                            
                                                                            15,659,887
                                                                            
                                                                            
                                                                            
                                                                            13,847,897





See
accompanying notes to condensed consolidated financial
statements.


5





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Operations


For
the six months ended October 31, 2009 and 2008


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


(Unaudited)





Inception(August
      18, 2006)throughOctober
      31,2009
                                          
                                          
                                          2008
                                          
                                          
                                          2009Oil
      and natural gas sales
                                          
                                          $
                                          3,588
                                          
                                          
                                          $
                                          2,972
                                          
                                          
                                          $
                                          28,260Pipeline
      fees
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,450Total
      revenues
                                          
                                          
                                          3,588
                                          
                                          
                                          
                                          2,972
                                          
                                          
                                          
                                          30,710Costs
      and expensesOil
      and natural gas production taxes
                                          
                                          
                                          258
                                          
                                          
                                          
                                          214
                                          
                                          
                                          
                                          2,035Oil
      and natural gas production expenses
                                          
                                          
                                          8,966
                                          
                                          
                                          
                                          20,862
                                          
                                          
                                          
                                          84,689Depreciation
      and amortization
                                          
                                          
                                          3,240
                                          
                                          
                                          
                                          2,659
                                          
                                          
                                          
                                          10,883Asset
      impairment
                                          
                                          
                                          108,000
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          525,840Non-cash
      compensation
                                          
                                          
                                          235,027
                                          
                                          
                                          
                                          17,091
                                          
                                          
                                          
                                          623,285General
      and administrative expense, net of operator's overhead
fees
                                          
                                          
                                          96,486
                                          
                                          
                                          
                                          63,912
                                          
                                          
                                          
                                          358,529451,977
                                          
                                          
                                          
                                          104,738
                                          
                                          
                                          
                                          1,605,261Loss
      from operations
                                          
                                          
                                          (448,389
                                          )
                                          
                                          
                                          (101,766
                                          )
                                          
                                          
                                          (1,574,551
                                          )Other
      income (expense):Other
      income
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          320Interest
      income
                                          
                                          
                                          600
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          600Interest
      expense
                                          
                                          
                                          (24,154
                                          )
                                          
                                          
                                          (425
                                          )
                                          
                                          
                                          (25,964
                                          )Total
      other income (expense)
                                          
                                          
                                          (23,554
                                          )
                                          
                                          
                                          (425
                                          )
                                          
                                          
                                          (25,044
                                          )Loss
      before income taxes
                                          
                                          
                                          (471,943
                                          )
                                          
                                          
                                          (102,191
                                          )
                                          
                                          
                                          (1,599,595
                                          )Provision
      for income taxes
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Net
      loss
                                          
                                          $
                                          (471,943
                                          )
                                          
                                          $
                                          (102,191
                                          )
                                          
                                          $
                                          (1,599,595
                                          )Net
      loss per common share, basic and diluted
                                          
                                          $
                                          (0.03
                                          )
                                          
                                          $
                                          (0.01
                                          )
                                          
                                          $
                                          (0.11
                                          )Weighted
      average common shares outstanding
                                          
                                          
                                          15,343,800
                                          
                                          
                                          
                                          13,762,025
                                          
                                          
                                          
                                          13,978,776





See
accompanying notes to condensed consolidated financial
statements.


6


NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Changes in Stockholers Equity (Deficit)


For
the period from inception (August 18, 2006) through October 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 Energy Resources, Inc.
                    
                    
                    177,000
                    
                    
                    
                    177
                    
                    
                    
                    119,653
                    
                    
                    
                    -
                    
                    
                    
                    119,830Conversion
      of note payable and accrued interest 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 consulting services
                    
                    
                    3,000
                    
                    
                    
                    3
                    
                    
                    
                    310,497
                    
                    
                    
                    -
                    
                    
                    
                    310,500Common
      stock issued for Chief Executive Officer 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
                    
                    
                    
                    -
                    
                    
                    
                    126,000Proven
      oil and gas properties
                    
                    
                    350,000
                    
                    
                    
                    350
                    
                    
                    
                    192,150
                    
                    
                    
                    -
                    
                    
                    
                    192,500Consulting
      agreements
                    
                    
                    900,000
                    
                    
                    
                    900
                    
                    
                    
                    812,100
                    
                    
                    
                    -
                    
                    
                    
                    813,000Exercise
      common stock options
                    
                    
                    70,000
                    
                    
                    
                    70
                    
                    
                    
                    34,930
                    
                    
                    
                    -
                    
                    
                    
                    35,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (471,943
                    )
                    
                    
                    (471,943
                    )BALANCE
      October 31, 2009
                    
                    
                    16,055,539
                    
                    
                    $
                    16,056
                    
                    
                    $
                    2,125,428
                    
                    
                    $
                    (1,599,595
                    )
                    
                    $
                    541,889





See
accompanying notes to financial statements.


7


NORTH
AMERICAN ENERGY RESOURCES, INC.
 (An
Exploration Stage Company)
 Statements
of Condensed Consolidated Cash Flows
 For
the six months ended October 31, 2009 and 2008
 and
the period from inception (August 18, 2006) through October 31,
2009
 (Unaudited)
 
 Inception(August 18, 2006)throughOctober 31,2009
                    
                    
                    2008
                    
                    
                    2009Operating
      activitiesNet
      loss
                    
                    $
                    (471,943
                    )
                    
                    $
                    (102,191
                    )
                    
                    $
                    (1,599,595
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                    
                    
                    3,240
                    
                    
                    
                    2,659
                    
                    
                    
                    10,883Non-cash
      compensation
                    
                    
                    235,027
                    
                    
                    
                    17,091
                    
                    
                    
                    623,285Bad
      debt expense
                    
                    
                    10,000
                    
                    
                    
                    -
                    
                    
                    
                    86,000Asset
      impairment
                    
                    
                    108,000
                    
                    
                    
                    -
                    
                    
                    
                    525,840Increase
      (decrease) in:Accounts
      receivable
                    
                    
                    (17,584
                    )
                    
                    
                    (32,795
                    )
                    
                    
                    (75,726
                    )Prepaid
      expenses and other assets
                    
                    
                    (837
                    )
                    
                    
                    -
                    
                    
                    
                    (837
                    )Accounts
      payable
                    
                    
                    60,801
                    
                    
                    
                    15,263
                    
                    
                    
                    210,696Accrued
      expenses
                    
                    
                    24,154
                    
                    
                    
                    (1,094
                    )
                    
                    
                    24,434Related
      party advances, net
                    
                    
                    9,700
                    
                    
                    
                    (8,519
                    )
                    
                    
                    (8,293
                    )Advances
      from joint interest owners
                    
                    
                    17,652
                    
                    
                    
                    (125,228
                    )
                    
                    
                    38,982Net
      cash from (used in) operating activities
                    
                    
                    (21,790
                    )
                    
                    
                    (234,814
                    )
                    
                    
                    (164,331
                    )Investing
      activitiesPayments
      for oil and natural gas properties and equipment
                    
                    
                    (95
                    )
                    
                    
                    (38,242
                    )
                    
                    
                    (161,418
                    )Cash
      received in excess of cash paid in reverse acquisition of North
      American Energy Resources, Inc.
                    
                    
                    -
                    
                    
                    
                    119,830
                    
                    
                    
                    119,830Proceeds
      from sale of oil and gas properties
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7,500Payments
      for pipeline
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (7,500
                    )Net
      cash used in investing activities
                    
                    
                    (95
                    )
                    
                    
                    81,588
                    
                    
                    
                    (41,588
                    )Financing
      activitiesLoan
      proceeds
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    48,750Shareholder
      contribution
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    50,000Loans
      from related parties
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    93,250Sale
      of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    20,000Net
      cash provided by financing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    212,000Net
      increase in cash and cash equivalents
                    
                    
                    (21,885
                    )
                    
                    
                    (153,226
                    )
                    
                    
                    6,081Cash
      and cash equivalents, beginning of period
                    
                    
                    27,966
                    
                    
                    
                    185,023
                    
                    
                    
                    -Cash
      and cash equivalents, end of period
                    
                    $
                    6,081
                    
                    
                    $
                    31,797
                    
                    
                    $
                    6,081
 (Continued)
 
 See
accompanying notes to condensed consolidated financial
statements.
  8
 
 NORTH
AMERICAN ENERGY RESOURCES, INC.
 (An
Exploration Stage Company)
 Statements
of Condensed Consolidated Cash Flows, Continued
 For
the six months ended October 31, 2009 and 2008
 and
the period from inception (August 18, 2006) through October 31,
2009
 (Unaudited)
 
 Inception(August 18, 2006)throughOctober 31,2009
                          
                          
                          2008
                          
                          
                          2009Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Income
      taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Non-cash
      investing and financing activities:Common
      stock issued for:Notes
      receivable
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          $
                          76,000Oil
      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
                          )(30,170
                          )
                          
                          
                          (30,170
                          )Common
      stock issued
                          
                          
                          
                          
                          
                          
                          (150,000
                          )
                          
                          
                          (150,000
                          )Cash
      received in excess of cash paid
                          
                          
                          
                          
                          
                          $
                          119,830
                          
                          
                          $
                          119,830Exchange
      of joint interest receivable for oil and natural gas
      properties
                          
                          $
                          -
                          
                          
                          
                          37,316
                          
                          
                          $
                          37,316Convertible
      note payable and accrued interest exchanged for 1,000 shares of North
      AmericanExploration, Inc. common stock
                          
                          
                          -
                          
                          
                          
                          35,530
                          
                          
                          
                          35,530Common
      stock options cancelled
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          188,005Common
      stock issued for:Consulting
      agreements
                          
                          
                          813,000
                          
                          
                          
                          -
                          
                          
                          
                          813,000Unevaluated
      oil and natural gas properties
                          
                          
                          126,000
                          
                          
                          
                          -
                          
                          
                          
                          126,000Proven
      oil and natural gas properties
                          
                          
                          192,500
                          
                          
                          
                          -
                          
                          
                          
                          192,500
 
 See
accompanying notes to condensed consolidated financial
statements.
  9
  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 October 31, 2009, up until the
issuance of the financial statements, which occurred on December 21,
2009.
 
 Acquisition
  On July
28, 2008, the shareholders of NAE entered into a stock purchase agreement with
NAER.  NAER issued 420,000 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 was 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.
  10
 
 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).
 
 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
October 31, 2009 and April 30, 2009 the Company had working capital of $155,446
and $73,006, respectively.  The Company has an accumulated deficit of
$1,599,595 which includes a loss of $471,943 during the six months ended October
31, 2009.
 
 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 3, the prior shareholders 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 or
advances from related parties.
 
 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 substantial 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.
  11
 
 Recent
accounting pronouncements
  There are
several new accounting pronouncements issued by the FASB which are not yet
effective.  Each of these pronouncements, as applicable, has been or
will be adopted by the Company.  Management does not believe any of
these accounting pronouncements has had or will have a material impact on the
Company’s financial position or operating results.
  On June
29, 2009, the FASB issued an accounting pronouncement establishing the FASB Accounting Standards
Codification (the “ASC”) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental
entities.  This pronouncement was effective for financial statements
issued for interim and annual periods ending after September 15, 2009, for most
entities.  On the effective date, all non-SEC accounting and reporting
standards will be superseded.  Rules and interpretive releases of the
SEC under the authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. All other accounting literature is
considered non-authoritative. The switch to the ASC affects the manner in which
companies refer to U.S. GAAP in financial statements and note disclosures.
Citing particular content in the ASC involves specifying the unique numeric path
to the content through the Topic, Subtopic, Section and Paragraph
structure.  The Company adopted this body of accounting for the
quarterly period ended September 30, 2009, as required, and adoption did not
have a material impact on our consolidated financial statements taken as a
whole.
  FASB ASC Topic 260, “Earnings Per
Share.”On January 1, 2009, we adopted new authoritative accounting
guidance under FASB ASC Topic 260, “Earnings Per Share,” which provides that
unvested share-based payment awards that contain non-forfeitable rights to
dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings per share
pursuant to the two-class method.
  FASB ASC Topic 320, “Investments -
Debt and Equity Securities.” New authoritative accounting guidance under
ASC Topic 320, “Investments - Debt and Equity Securities,” (i) changes
existing guidance for determining whether an impairment is other than temporary
to debt securities and (ii) replaces the existing requirement that the
entity’s management assert it has both the intent and ability to hold an
impaired security until recovery with a requirement that management assert:
(a) it does not have the intent to sell the security; and (b) it is
more likely than not it will not have to sell the security before recovery of
its cost basis. Under ASC Topic 320, declines in the fair value of
held-to-maturity and available-for-sale securities below their cost that are
deemed to be other than temporary are reflected in earnings as realized losses
to the extent the impairment is related to credit losses. The amount of the
impairment related to other factors is recognized in other comprehensive income.
We adopted the provisions of the new authoritative accounting guidance under ASC
Topic 320 during the first quarter of 2009. Adoption of the new guidance did not
significantly impact our consolidated financial statements.
  12
  FASB ASC Topic 715, “Compensation -
Retirement Benefits.”New authoritative accounting guidance under ASC
Topic 715, “Compensation - Retirement Benefits,” provides guidance related to an
employer’s disclosures about plan assets of defined benefit pension or other
post-retirement benefit plans. Under ASC Topic 715, disclosures should provide
users of financial statements with an understanding of how investment allocation
decisions are made, the factors that are pertinent to an understanding of
investment policies and strategies, the major categories of plan assets, the
inputs and valuation techniques used to measure the fair value of plan assets,
the effect of fair value measurements using significant unobservable inputs on
changes in plan assets for the period and significant concentrations of risk
within plan assets. The disclosures required by ASC Topic 715 are not applicable
to us.
  FASB ASC Topic 805, “Business
Combinations.” On January 1, 2009, new authoritative accounting
guidance under ASC Topic 805, “Business Combinations,” became applicable to the
Corporation’s accounting for business combinations closing on or after
January 1, 2009. ASC Topic 805 applies to all transactions and other events
in which one entity obtains control over one or more other businesses. ASC Topic
805 requires an acquirer, upon initially obtaining control of another entity, to
recognize the assets, liabilities and any non-controlling interest in the
acquiree at fair value as of the acquisition date. Contingent consideration is
required to be recognized and measured at fair value on the date of acquisition
rather than at a later date when the amount of that consideration may be
determinable beyond a reasonable doubt. This fair value approach replaces the
cost-allocation process required under previous accounting guidance whereby the
cost of an acquisition was allocated to the individual assets acquired and
liabilities assumed based on their estimated fair value. ASC Topic 805 requires
acquirers to expense acquisition-related costs as incurred rather than
allocating such costs to the assets acquired and liabilities assumed, as was
previously the case under prior accounting guidance. Assets acquired and
liabilities assumed in a business combination that arise from contingencies are
to be recognized at fair value if fair value can be reasonably estimated. If
fair value of such an asset or liability cannot be reasonably estimated, the
asset or liability would generally be recognized in accordance with ASC Topic
450, “Contingencies.” Under ASC Topic 805, the requirements of ASC Topic 420,
“Exit or Disposal Cost Obligations,” would have to be met in order to accrue for
a restructuring plan in purchase accounting. Pre-acquisition contingencies are
to be recognized at fair value, unless it is a non-contractual contingency that
is not likely to materialize, in which case, nothing should be recognized in
purchase accounting and, instead, that contingency would be subject to the
probable and estimable recognition criteria of ASC Topic 450,
“Contingencies.”
  FASB ASC Topic 810,
“Consolidation.” New authoritative accounting guidance under ASC Topic
810, “Consolidation,” amended prior guidance to establish accounting and
reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. Under ASC Topic 810, a non-controlling interest
in a subsidiary, which is sometimes referred to as minority interest, is an
ownership interest in the consolidated entity that should be reported as a
component of equity in the consolidated financial statements. Among other
requirements, ASC Topic 810 requires consolidated net income  to be
reported at amounts that include the amounts attributable to both the parent and
the non-controlling interest. It also requires disclosure, on the face of the
consolidated income statement, of the amounts of consolidated net income
attributable to the parent and to the non-controlling interest. The new
authoritative accounting guidance under ASC Topic 810 became effective for us on
January 1, 2009 and did not have a significant impact on our consolidated
financial statements.
  13




Further
new authoritative accounting guidance under ASC Topic 810 amends prior guidance
to change how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be
consolidated. The determination of whether a company is required to consolidate
an entity is based on, among other things, an entity’s purpose and design and a
company’s ability to direct the activities of the entity that most significantly
impact the entity’s economic performance. The new authoritative accounting
guidance requires additional disclosures about the reporting entity’s
involvement with variable-interest entities and any significant changes in risk
exposure due to that involvement as well as its affect on the entity’s financial
statements. The new authoritative accounting guidance under ASC Topic 810 will
be effective January 1, 2010 and is not expected to have a significant
impact on our consolidated financial statements.




FASB ASC Topic 815, “Derivatives and
Hedging.” New authoritative accounting guidance under ASC Topic 815,
“Derivatives and Hedging,” amends prior guidance to amend and expand the
disclosure requirements for derivatives and hedging activities to provide
greater transparency about (i) how and why an entity uses derivative
instruments, (ii) how derivative instruments and related hedge items are
accounted for under ASC Topic 815, and (iii) how derivative instruments and
related hedged items affect an entity’s financial position, results of
operations and cash flows. To meet those objectives, the new authoritative
accounting guidance requires qualitative disclosures about objectives and
strategies for using derivatives, quantitative disclosures about fair value
amounts of gains and losses on derivative instruments and disclosures about
credit-risk-related contingent features in derivative agreements. The new
authoritative accounting guidance under ASC Topic 815 became effective for us on
January 1, 2009 and did not impact our consolidated financial
statements.




FASB ASC Topic 820, “Fair Value
Measurements and Disclosures.”New authoritative accounting guidance
under ASC Topic 820,”Fair Value Measurements and Disclosures,” affirms that the
objective of fair value when the market for an asset is not active is the price
that would be received to sell the asset in an orderly transaction, and
clarifies and includes additional factors for determining whether there has been
a significant decrease in market activity for an asset when the market for that
asset is not active. ASC Topic 820 requires an entity to base its conclusion
about whether a transaction was not orderly on the weight of the evidence. The
new accounting guidance amended prior guidance to expand certain disclosure
requirements. We adopted the new authoritative accounting guidance under ASC
Topic 820 during the first quarter of 2009. Adoption of the new guidance did not
significantly impact our consolidated financial statements.




Further
new authoritative accounting guidance (Accounting Standards Update
No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair
value of a liability in circumstances in which a quoted price in an active
market for the identical liability is not available. In such instances, a
reporting entity is required to measure fair value utilizing a valuation
technique that uses (i) the quoted price of the identical liability when
traded as an asset, (ii) quoted prices for similar liabilities or similar
liabilities when traded as assets, or (iii) another valuation technique
that is consistent with the existing principles of ASC Topic 820, such as an
income approach or market approach. The new authoritative accounting guidance
also clarifies that when estimating the fair value of a liability, a reporting
entity is not required to include a separate input or adjustment to other inputs
relating to the existence of a restriction that prevents the transfer of the
liability. The forgoing new authoritative accounting guidance under ASC Topic
820 will be effective for our consolidated financial statements beginning
October 1, 2009 and is not expected to have a significant impact on our
consolidated financial statements.


14




FASB ASC Topic 825 “Financial
Instruments.” New authoritative accounting guidance under ASC Topic
825,”Financial Instruments,” requires an entity to provide disclosures about the
fair value of financial instruments in interim financial information and amends
prior guidance to require those disclosures in summarized financial information
at interim reporting periods. The new interim disclosures required under Topic
825 had no impact on our consolidated financial statements.




FASB ASC Topic 855, “Subsequent
Events.” New authoritative accounting guidance under ASC Topic 855,
“Subsequent Events,” establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or available to be issued. ASC Topic 855 defines
(i) the period after the balance sheet date during which a reporting
entity’s management should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (ii) the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and
(iii) the disclosures an entity should make about events or transactions
that occurred after the balance sheet date. The new authoritative accounting
guidance under ASC Topic 855 became effective for our consolidated financial
statements for periods ending after June 15, 2009 and did not have a
significant impact on our consolidated financial statements.





FASB ASC Topic 860, “Transfers and
Servicing.”New authoritative accounting guidance under ASC Topic 860,
“Transfers and Servicing,” amends prior accounting guidance to enhance reporting
about transfers of financial assets, including securitizations, and where
companies have continuing exposure to the risks related to transferred financial
assets. The new authoritative accounting guidance eliminates the concept of a
“qualifying special-purpose entity” and changes the requirements for
derecognizing financial assets. The new authoritative accounting guidance also
requires additional disclosures about all continuing involvements with
transferred financial assets including information about gains and losses
resulting from transfers during the period. The new authoritative accounting
guidance under ASC Topic 860 will be effective January 1, 2010 and is not
expected to have a significant impact on our consolidated financial
statements.





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, which is the same rate charged to third
parties.  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.


15





At
October 31, 2009 and April 30, 2009, the Company owed the President of NAE
$2,000 in compensation.  In addition, during the six months ended
October 31, 2009, the Company received non-interest bearing advances from
related parties of $10,300.





At
October 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 $600 is included in the
balance at October 31, 2009.





Long-term
debt includes two convertible notes payable to shareholders in the total amount
of $397,928 and $402,500 at October 31, 2009 and April 30, 2009,
respectively.  One note with a balance of $384,428 and $389,000 at
October 31, 2009 and April 30, 2009, respectively, is due May 1, 2010, including
interest at 12% and 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 October 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 October 31, 2009 and April 30, 2009 the Company has
16,055,539 and 14,035,539 shares issued and outstanding,
respectively.





During
the six months ended October 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.  In addition, 700,000 common shares were issued to acquire
undeveloped oil and gas properties valued at $126,000; 350,000 common shares
were issued to acquire proved oil and gas properties valued at $192,500 and
900,000 common shares were issued for consulting agreements valued at
$813,000.





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.


16





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.  No options
are outstanding at October 31, 2009.





NOTE
4:          COMMITMENTS AND
CONTINGENCIES





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





NOTE
5:          PROPERTIES AND
EQUIPMENT





The
Company prepared an evaluation of its proven oil and natural gas properties at
October 31, 2009 and determined that an asset impairment charge of $108,000 was
required.





NOTE
6:          PREPAID
EXPENSES





The
Company has issued common stock in exchange for consulting agreements which are
for periods up to three years.  At October 31, 2009, there is a
prepaid balance of $692,906 which is being amortized over the remaining life of
the agreements.  Of this amount, $545,906 is classified as a current
asset and $147,000 is classified as a non-current asset at October 31,
2009.


17





NOTE
7:          RESTATEMENT





As more
fully explained below, effective as of March 2, 2010, the Board of Directors of
the Company concluded that the financial statements for the six months ended
October 31, 2009, as presented in our Quarterly Report on Form 10-Q filed with
the SEC on December 21, 2009 should no longer be relied upon due to an error in
reporting the current and non-current portion of prepaid expenses.





We made
the following adjustment to the October 31, 2009 Form 10-Q to properly classify
prepaid expenses.





October 31, 2009As PreviouslyReported
                
                
                Adjustments
                
                
                As RestatedConsolidated balance
      sheet:Current
      assets:Prepaid
      expenses
                
                
                692,906
                
                
                
                (147,000
                )
                
                
                545,906Non-current
      assets:Prepaid
      expenses
                
                
                -
                
                
                
                147,000
                
                
                
                147,000


18





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 OCTOBER 31, 2009 AND 2008





During
the three-month periods ended October 31, 2009 and 2008, we had oil and natural
gas sales of $1,974 and $1,705, 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.  The Company acquired an additional interest
in the oil property as of the end of the 2009 period and expects oil revenue to
increase in the future.





During
the three month period ended October 31, 2009, the Company recorded an asset
impairment charge of $108,000 as a result of a ceiling test
impairment.





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 October 31, 2009 and 2008, general and
administrative expenses, amounted to $59,716 and $48,107,
respectively.





Interest
expense amounted to $12,079 during the three months ended October 31,
2009.  The increase is primarily from the $389,000 note due to a
shareholder which was dated May 1, 2009.  There was no interest
expense in the prior year quarter.





COMPARISON
OF SIX MONTHS ENDED OCTOBER 31, 2009 AND 2008





During
the six-month periods ended October 31, 2009 and 2008, we had oil and natural
gas sales of $3,588 and $2,972, 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.  The Company acquired an additional interest
in the oil property as of the end of the 2009 period and expects oil revenue to
increase in the future.





During
the six month period ended October 31, 2009, the Company recorded an asset
impairment charge of $108,000 as a result of a ceiling test
impairment.





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.


19




During
the six-month periods ended October 31, 2009 and 2008, general and
administrative expenses, amounted to $96,4786 and $63,912,
respectively.  The 2009 period included an increase in field
supervision costs.





Interest
expense amounted to $24,154 and $425 during the six months ended October 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
October 31, 2009, we had $6,081 in cash and working capital of
$155,446.  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.





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.





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 3, the prior shareholders 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 or
advances from related parties.





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 substantial 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.


20





CASH
USED IN OPERATING ACTIVITIES





Cash used
in operating activities was $21,790 for the six-month period ended October 31,
2009 and cash used in operations was $234,814 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 $119,830 in cash from the acquisition of NAE by NAEN during the six
months ended October 31, 2008.  As noted above, there will be no
future shareholder contributions from the former shareholders of
NAEN.  In addition, we incurred $95 and $38,242 in expenditures for
oil and gas properties and equipment in 2009 and 2008,
respectively.  The 2008 amount was primarily for costs for a salt
water disposal well.





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.





21


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 October 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.


22


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 October 31, 2009, 300,000 shares, valued at $183,000,
were issued for consulting agreements and 350,000 shares, valued at $192,500,
were issued to acquire proven 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 2002





Exhibit
32            Certification
pursuant to 18 U.S.C. Section 1350


Section 906 of the Sarbanes-Oxley Act
of 2002


23


SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





NORTH
      AMERICAN ENERGY RESOURCES, INC.Date:  March
      3, 2010By:  /s/
              Ross E. SilveyPresident,
      Chief Executive Officer andActing
      Chief Financial Officer


24