U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended: July 31, 2010





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 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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes  ̈
No x





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 17,375,539 shares of common stock outstanding
as of August 31, 2010.








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, 2010.





TABLE OF
CONTENTS





PagePART
      I – FINANCIAL INFORMATION (Unaudited)Item
      1:
                Condensed
      Consolidated Financial Statements
                3Item 2:
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                16Item
      3:
                Quantitative
      and Qualitative Disclosures About Market Risk
                19Item 4T:
                Controls
      and Procedures
                19PART
      II - OTHER INFORMATION
                20Item 1:
                Legal
      Proceedings
                20Item
      1A:
                Risk
      Factors
                20Item 2:
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                20Item 3:
                Defaults
      upon Senior Securities
                20Item 4:
                Submission
      of Matters to a Vote of Security Holders
                20Item 5:
                Other
      Information
                20Item 6:
                Exhibits
                20


2


PART I - FINANCIAL INFORMATION


ITEM 1:  FINANCIAL STATEMENTS





NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)


Balance
Sheets


July
31, 2010 (Unaudited) and April 30, 2010





July 31,
                
                
                April 30,2010
                
                
                2010ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                649
                
                
                $
                3,026Accounts
      receivable, net of allowance of $10,000
                
                
                10,766
                
                
                
                13,150Prepaid
      expenses
                
                
                137,106
                
                
                
                250,733Total
      current assets
                
                
                148,521
                
                
                
                266,909Properties
      and equipment, at cost:Proved
      oil and natural gas properties and equipment
                
                
                71,317
                
                
                
                68,424Accumulated
      depreciation and amortization
                
                
                (16,888
                )
                
                
                (16,174
                )Total
      properties and equipment
                
                
                54,429
                
                
                
                52,250Deposits
      and other assets
                
                
                1,864
                
                
                
                5,864Total
      assets
                
                $
                204,814
                
                
                $
                325,023LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payableTrade
                
                $
                26,144
                
                
                $
                13,554Oil
      and gas proceeds due others
                
                
                5,874
                
                
                
                4,990Advances
      received from joint interest participants
                
                
                29,880
                
                
                
                33,056Accrued
      expenses - other
                
                
                10,000
                
                
                
                -Accrued
      interest - related parties
                
                
                65,059
                
                
                
                49,618Convertible
      notes payable - principally related parties
                
                
                510,476
                
                
                
                510,476Total
      current liabilities
                
                
                647,433
                
                
                
                611,694Commitments
      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; 17,375,539 shares
      issued and outstanding at July 31, 2010 and April 30, 2010,
      respectively
                
                
                17,376
                
                
                
                17,376Additional
      paid in capital
                
                
                2,219,708
                
                
                
                2,219,708Prepaid
      officer compensation
                
                
                -
                
                
                
                (12,129
                )Other
      comprehensive loss
                
                
                (5,000
                )
                
                
                (1,000
                )Deficit
      accumulated during the exploration stage
                
                
                (2,674,703
                )
                
                
                (2,510,626
                )Total
      stockholders' equity (deficit)
                
                
                (442,619
                )
                
                
                (286,671
                )Total
      liabilities and stockholders' equity (deficit)
                
                $
                204,814
                
                
                $
                325,023





See
accompanying notes to financial statements


3





NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Operations


For
the three months ended July 31, 2010 and 2009


and
the period from inception (August 18, 2006) through July 31, 2010


(Unaudited)





Inception(August 18, 2006)throughJanuary 31,2010
                
                
                2009
                
                
                2010Oil
      and natural gas sales
                
                $
                1,905
                
                
                $
                1,614
                
                
                $
                40,920Pipeline
      fees
                
                
                -
                
                
                
                -
                
                
                
                2,450Total
      revenues
                
                
                1,905
                
                
                
                1,614
                
                
                
                43,370Costs
      and expensesOil
      and natural gas production taxes
                
                
                137
                
                
                
                116
                
                
                
                2,947Oil
      and natural gas production expenses
                
                
                2,644
                
                
                
                4,850
                
                
                
                100,947Depreciation
      and amortization
                
                
                714
                
                
                
                1,599
                
                
                
                15,300Asset
      impairment
                
                
                -
                
                
                
                -
                
                
                
                863,820Compensation
                
                
                123,879
                
                
                
                128,701
                
                
                
                1,271,416Bad
      debt expense
                
                
                -
                
                
                
                -
                
                
                
                86,000General
      and administrative expense, net of operator's overhead
fees
                
                
                23,167
                
                
                
                26,771
                
                
                
                311,994150,541
                
                
                
                162,037
                
                
                
                2,652,424Loss
      from operations
                
                
                (148,636
                )
                
                
                (160,423
                )
                
                
                (2,609,054
                )Other
      income (expense):Other
      income
                
                
                -
                
                
                
                -
                
                
                
                320Interest
      income
                
                
                -
                
                
                
                300
                
                
                
                900Interest
      expense
                
                
                (15,441
                )
                
                
                (12,075
                )
                
                
                (66,869
                )Total
      other income (expense)
                
                
                (15,441
                )
                
                
                (11,775
                )
                
                
                (65,649
                )Net
      loss
                
                
                (164,077
                )
                
                
                (172,198
                )
                
                
                (2,674,703
                )Other
      comprehensive lossUnrealized
      loss on available for sale securities
                
                
                (4,000
                )
                
                
                -
                
                
                
                (5,000
                )Net
      comprehensive loss
                
                $
                (168,077
                )
                
                $
                (172,198
                )
                
                $
                (2,679,703
                )Net
      loss per common share, basic and diluted
                
                $
                (0.01
                )
                
                $
                (0.01
                )Weighted
      average common shares outstanding
                
                
                17,375,539
                
                
                
                15,027,713





See
accompanying notes to condensed consolidated financial
statements.


4


NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY
 (An
Exploration Stage Company)
 Consolidated
Statements of Stockholders' Deficit
 For
the years ended April 30, 2010 and 2009 and the period
 from
inception (August 18, 2006) through April 30, 2010
 
 IntrinsicAdditional
                            
                            
                            Value ofCommon stock
                            
                            
                            Paid in
                            
                            
                            CommonDate
                            
                            Shares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Stock OptionsBALANCE
      August 18, 2006
                            
                            
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Common
      stock issued for net assets
                            
                            9/1/2006
                            
                            
                            11,264,485
                            
                            
                            
                            11,265
                            
                            
                            
                            88,735
                            
                            
                            
                            -Common
      stock issued for cash
                            
                            9/7/2006
                            
                            
                            1,126,448
                            
                            
                            
                            1,126
                            
                            
                            
                            8,874
                            
                            
                            
                            -Common
      stock issued for cash
                            
                            9/11/2006
                            
                            
                            1,126,448
                            
                            
                            
                            1,126
                            
                            
                            
                            8,874
                            
                            
                            
                            -Net
      loss
                            
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -BALANCE
      April 30, 2007
                            
                            
                            
                            
                            13,517,381
                            
                            
                            
                            13,517
                            
                            
                            
                            106,483
                            
                            
                            
                            -Net
      loss
                            
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -BALANCE
      April 30, 2008
                            
                            
                            
                            
                            13,517,381
                            
                            
                            
                            13,517
                            
                            
                            
                            106,483
                            
                            
                            
                            -Acquisition
      of North American Energy Resources, Inc.
                            
                            7/28/2008
                            
                            
                            177,000
                            
                            
                            
                            177
                            
                            
                            
                            119,653
                            
                            
                            
                            -Conversion
      of note payable and accrued interest for common stock
                            
                            7/31/2008
                            
                            
                            153,000
                            
                            
                            
                            153
                            
                            
                            
                            35,377
                            
                            
                            
                            -Common
      stock options granted for:350,000
      shares at $1.00 per share
                            
                            8/1/2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            178,000
                            
                            
                            
                            (178,000
                            )50,000
      shares at $1.25 per share
                            
                            8/1/2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            27,096
                            
                            
                            
                            (27,096
                            )Exercise
      common stock options:for
      $1.25 per share
                            
                            9/22/2008
                            
                            
                            100
                            
                            
                            
                            -
                            
                            
                            
                            6,250
                            
                            
                            
                            -for
      $1.00 per share
                            
                            9/22/2008
                            
                            
                            1,000
                            
                            
                            
                            1
                            
                            
                            
                            49,999
                            
                            
                            
                            -for
      $1.25 per share
                            
                            10/13/2008
                            
                            
                            100
                            
                            
                            
                            -
                            
                            
                            
                            6,250
                            
                            
                            
                            -for
      $1.00 per share
                            
                            10/13/2008
                            
                            
                            70
                            
                            
                            
                            -
                            
                            
                            
                            3,500
                            
                            
                            
                            -Accounts
      payable paid with common stock
                            
                            10/14/2008
                            
                            
                            90
                            
                            
                            
                            -
                            
                            
                            
                            9,016
                            
                            
                            
                            -Amortize
      intrinsic value of options
                            
                            10/31/2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            17,091Cancel
      common stock options
                            
                            11/5/2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (188,005
                            )
                            
                            
                            188,005Common
      stock issued for compensation
                            
                            11/7/2008
                            
                            
                            100
                            
                            
                            
                            -
                            
                            
                            
                            6,250
                            
                            
                            
                            -Common
      stock issued for accounts payable
                            
                            11/7/2008
                            
                            
                            60
                            
                            
                            
                            -
                            
                            
                            
                            3,000
                            
                            
                            
                            -Common
      stock issued for consulting service
                            
                            11/12/2008
                            
                            
                            3,000
                            
                            
                            
                            3
                            
                            
                            
                            310,497
                            
                            
                            
                            -Common
      stock issued for accounts payable
                            
                            11/17/2008
                            
                            
                            400
                            
                            
                            
                            1
                            
                            
                            
                            24,999
                            
                            
                            
                            -Capital
      contribution by shareholder in cash
                            
                            11/30/2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            50,000
                            
                            
                            
                            -Common
      stock issued for:Compensation
                            
                            12/9/2008
                            
                            
                            338
                            
                            
                            
                            -
                            
                            
                            
                            5,000
                            
                            
                            
                            -Accounts
      payable
                            
                            12/9/2008
                            
                            
                            300
                            
                            
                            
                            -
                            
                            
                            
                            1,200
                            
                            
                            
                            -Accounts
      payable
                            
                            12/9/2008
                            
                            
                            400
                            
                            
                            
                            -
                            
                            
                            
                            6,000
                            
                            
                            
                            -Compensation
                            
                            1/5/2009
                            
                            
                            500
                            
                            
                            
                            1
                            
                            
                            
                            4,999
                            
                            
                            
                            -Accounts
      payable
                            
                            1/5/2009
                            
                            
                            800
                            
                            
                            
                            1
                            
                            
                            
                            3,199
                            
                            
                            
                            -Accounts
      payable
                            
                            1/5/2009
                            
                            
                            400
                            
                            
                            
                            1
                            
                            
                            
                            3,999
                            
                            
                            
                            -Accounts
      payable
                            
                            1/19/2009
                            
                            
                            4,000
                            
                            
                            
                            4
                            
                            
                            
                            14,996
                            
                            
                            
                            -Compensation
                            
                            1/26/2009
                            
                            
                            1,500
                            
                            
                            
                            2
                            
                            
                            
                            4,998
                            
                            
                            
                            -Accounts
      payable
                            
                            2/24/2009
                            
                            
                            6,000
                            
                            
                            
                            6
                            
                            
                            
                            9,761
                            
                            
                            
                            -Compensation
                            
                            2/24/2009
                            
                            
                            1,000
                            
                            
                            
                            1
                            
                            
                            
                            1,999
                            
                            
                            
                            -Compensation
                            
                            3/4/2009
                            
                            
                            4,000
                            
                            
                            
                            4
                            
                            
                            
                            4,996
                            
                            
                            
                            -Compensation
                            
                            4/6/2009
                            
                            
                            4,000
                            
                            
                            
                            4
                            
                            
                            
                            5,996
                            
                            
                            
                            -Officer
      compensation
                            
                            4/21/2009
                            
                            
                            160,000
                            
                            
                            
                            160
                            
                            
                            
                            145,440
                            
                            
                            
                            -Net
      loss
                            
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -BALANCE
      April 30, 2009
                            
                            
                            
                            
                            14,035,539
                            
                            
                            $
                            14,036
                            
                            
                            
                            960,948
                            
                            
                            
                            -(Continued)
 See
accompanying notes to consolidated financial statements.
  5
  NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY
 (An
Exploration Stage Company)
 Consolidated
Statements of Stockholders' Deficit, continued
 For
the years ended April 30, 2010 and 2009 and the period
 from
inception (August 18, 2006) through April 30, 2010
 
 DeficitAccumulated
                      
                      
                      AccumulatedPrepaid
                      
                      
                      Other
                      
                      
                      During theOfficer
                      
                      
                      Comprehensive
                      
                      
                      DevelopmentCompensation
                      
                      
                      Loss
                      
                      
                      Stage
                      
                      
                      TotalBALANCE
      August 18, 2006
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Common
      stock issued for net assets
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      100,000Common
      stock issued for cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      10,000Common
      stock issued for cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      10,000Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (5,379
                      )
                      
                      
                      (5,379
                      )BALANCE
      April 30, 2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (5,379
                      )
                      
                      
                      114,621Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (24,805
                      )
                      
                      
                      (24,805
                      )BALANCE
      April 30, 2008
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (30,184
                      )
                      
                      
                      89,816Acquisition
      of North American Energy Resources, Inc.
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      119,830Conversion
      of note payable and accrued interest for common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      35,530Common
      stock options granted for:350,000
      shares at $1.00 per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -50,000
      shares at $1.25 per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Exercise
      common stock options:for
      $1.25 per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,250for
      $1.00 per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      50,000for
      $1.25 per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,250for
      $1.00 per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,500Accounts
      payable paid with common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      9,016Amortize
      intrinsic value of options
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      17,091Cancel
      common stock options
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Common
      stock issued for compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,250Common
      stock issued for accounts payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,000Common
      stock issued for consulting service
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      310,500Common
      stock issued for accounts payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,000Capital
      contribution by shareholder in cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      50,000Common
      stock issued for:Compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,000Accounts
      payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,200Accounts
      payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,000Compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,000Accounts
      payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,200Accounts
      payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,000Accounts
      payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      15,000Compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,000Accounts
      payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      9,767Compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,000Compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,000Compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,000Officer
      compensation
                      
                      
                      (84,933
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      60,667Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,097,468
                      )
                      
                      
                      (1,097,468
                      )BALANCE
      April 30, 2009
                      
                      
                      (84,933
                      )
                      
                      
                      -
                      
                      
                      
                      (1,127,652
                      )
                      
                      $
                      (237,601
                      )(Continued)
 See
accompanying notes to consolidated financial statements.
  6
 
 NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY
 (An
Exploration Stage Company)
 Consolidated
Statements of Stockholders' Deficit, continued
 For
the years ended April 30, 2010 and 2009 and the period
 from
inception (August 18, 2006) through April 30, 2010
 
 IntrinsicAdditional
                        
                        
                        Value
      ofCommon
      stock
                        
                        
                        Paid
      in
                        
                        
                        CommonDate
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stock
      OptionsBALANCE
      April 30, 2009
                        
                        
                        
                        
                        14,035,539
                        
                        
                        $
                        14,036
                        
                        
                        $
                        960,948
                        
                        
                        $
                        -Common
      stock issued for:consulting
      agreement
                        
                        5/1/2009
                        
                        
                        400,000
                        
                        
                        
                        400
                        
                        
                        
                        419,600
                        
                        
                        
                        -consulting
      agreement
                        
                        5/1/2009
                        
                        
                        200,000
                        
                        
                        
                        200
                        
                        
                        
                        209,800
                        
                        
                        
                        -oil
      and gas non-producing property
                        
                        6/9/2009
                        
                        
                        700,000
                        
                        
                        
                        700
                        
                        
                        
                        125,300
                        
                        
                        
                        -accounts
      payable
                        
                        7/27/2009
                        
                        
                        10,000
                        
                        
                        
                        10
                        
                        
                        
                        4,990
                        
                        
                        
                        -consulting
      agreement
                        
                        7/27/2009
                        
                        
                        30,000
                        
                        
                        
                        30
                        
                        
                        
                        14,970
                        
                        
                        
                        -consulting
      agreement
                        
                        7/27/2009
                        
                        
                        30,000
                        
                        
                        
                        30
                        
                        
                        
                        14,970
                        
                        
                        
                        -oil
      and gas producing property
                        
                        9/25/2009
                        
                        
                        350,000
                        
                        
                        
                        350
                        
                        
                        
                        192,150
                        
                        
                        
                        -consulting
      contract
                        
                        9/25/2009
                        
                        
                        300,000
                        
                        
                        
                        300
                        
                        
                        
                        182,700
                        
                        
                        
                        -cash
                        
                        2/23/2010
                        
                        
                        200,000
                        
                        
                        
                        200
                        
                        
                        
                        5,800
                        
                        
                        
                        -consulting
      agreement
                        
                        2/24/2010
                        
                        
                        400,000
                        
                        
                        
                        400
                        
                        
                        
                        31,600
                        
                        
                        
                        -consulting
      agreement - director fees
                        
                        2/24/2010
                        
                        
                        450,000
                        
                        
                        
                        450
                        
                        
                        
                        35,550
                        
                        
                        
                        -consulting
      agreement - director fees
                        
                        2/24/2010
                        
                        
                        150,000
                        
                        
                        
                        150
                        
                        
                        
                        11,850
                        
                        
                        
                        -officer
      compensation - director fees
                        
                        2/24/2010
                        
                        
                        120,000
                        
                        
                        
                        120
                        
                        
                        
                        9,480
                        
                        
                        
                        -Other
      comprehensive loss on available-for-sale securities
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Amortize
      officer compensation
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      loss
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -BALANCE
      April 30, 2010
                        
                        
                        
                        
                        17,375,539
                        
                        
                        
                        17,376
                        
                        
                        
                        2,219,708
                        
                        
                        
                        -Other
      comprehensive loss on available-for-sale securities
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Amortize
      officer compensation
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      loss
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -BALANCE
      July 31, 2010
                        
                        
                        
                        
                        17,375,539
                        
                        
                        $
                        17,376
                        
                        
                        $
                        2,219,708
                        
                        
                        $
                        -(Continued)
 See
accompanying notes to consolidated financial statements.
  7
  NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY
 (An
Exploration Stage Company)
 Consolidated
Statements of Stockholders' Deficit, continued
 For
the years ended April 30, 2010 and 2009 and the period
 from
inception (August 18, 2006) through April 30, 2010
 
 DeficitAccumulated
                    
                    
                    AccumulatedPrepaid
                    
                    
                    Other
                    
                    
                    During theOfficer
                    
                    
                    Comprehensive
                    
                    
                    DevelopmentCompensation
                    
                    
                    Loss
                    
                    
                    Stage
                    
                    
                    TotalBALANCE
      April 30, 2009
                    
                    $
                    (84,933
                    )
                    
                    $
                    -
                    
                    
                    $
                    (1,127,652
                    )
                    
                    $
                    (237,601
                    )Common
      stock issued for:consulting
      agreement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    420,000consulting
      agreement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    210,000oil
      and gas non-producing property
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    126,000accounts
      payable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,000consulting
      agreement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    15,000consulting
      agreement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    15,000oil
      and gas producing property
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    192,500consulting
      contract
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    183,000cash
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    6,000consulting
      agreement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    32,000consulting
      agreement - director fees
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    36,000consulting
      agreement - director fees
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    12,000officer
      compensation - director fees
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    9,600Other
      comprehensive loss on available-for-sale securities
                    
                    
                    -
                    
                    
                    
                    (1,000
                    )
                    
                    
                    -
                    
                    
                    
                    (1,000
                    )Amortize
      officer compensation
                    
                    
                    72,804
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    72,804Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,382,974
                    )
                    
                    
                    (1,382,974
                    )BALANCE
      April 30, 2010
                    
                    
                    (12,129
                    )
                    
                    
                    (1,000
                    )
                    
                    
                    (2,510,626
                    )
                    
                    
                    (286,671
                    )Other
      comprehensive loss on available-for-sale securities
                    
                    
                    -
                    
                    
                    
                    (4,000
                    )
                    
                    
                    -
                    
                    
                    
                    (4,000
                    )Amortize
      officer compensation
                    
                    
                    12,129
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    12,129Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (164,077
                    )
                    
                    
                    (164,077
                    )BALANCE
      July 31, 2010
                    
                    $
                    -
                    
                    
                    $
                    (5,000
                    )
                    
                    $
                    (2,674,703
                    )
                    
                    $
                    (442,619
                    )
 
 See
accompanying notes to consolidated financial statements.
  8





NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Cash Flows


For
the three months ended July 31, 2010 and 2009


and
the period from inception (August 18, 2006) through July 31, 2010


(Unaudited)





Inception(August 18, 2006)throughJuly 31,2010
                      
                      
                      2009
                      
                      
                      2010Operating
      activitiesNet
      loss
                      
                      $
                      (164,077
                      )
                      
                      $
                      (172,198
                      )
                      
                      $
                      (2,674,703
                      )Adjustments
      to reconcile net loss to net cash used in operating activities:Depreciation
      and amortization
                      
                      
                      714
                      
                      
                      
                      1,599
                      
                      
                      
                      15,300Non-cash
      compensation
                      
                      
                      123,879
                      
                      
                      
                      128,701
                      
                      
                      
                      1,271,416Bad
      debt expense
                      
                      
                      -
                      
                      
                      
                      10,000
                      
                      
                      
                      91,415Asset
      impairment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      863,820Increase
      (decrease) in:Accounts
      receivable
                      
                      
                      (30,672
                      )
                      
                      
                      (18,086
                      )
                      
                      
                      (127,050
                      )Interest
      accrued on loan to related party
                      
                      
                      -
                      
                      
                      
                      (300
                      )
                      
                      
                      (900
                      )Prepaid
      expenses and other assets
                      
                      
                      1,877
                      
                      
                      
                      1,717
                      
                      
                      
                      (3,595
                      )Accounts
      payable
                      
                      
                      12,589
                      
                      
                      
                      5,344
                      
                      
                      
                      286,643Accrued
      interest - related parties
                      
                      
                      15,441
                      
                      
                      
                      12,075
                      
                      
                      
                      65,339Accrued
      expenses
                      
                      
                      10,000
                      
                      
                      
                      -
                      
                      
                      
                      10,000Related
      party advances for working capital
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,000Oil
      and gas proceeds due others
                      
                      
                      884
                      
                      
                      
                      -
                      
                      
                      
                      5,874Advances
      from joint interest owners
                      
                      
                      29,881
                      
                      
                      
                      38,382
                      
                      
                      
                      21,464Net
      cash from (used in) operating activities
                      
                      
                      516
                      
                      
                      
                      7,234
                      
                      
                      
                      (172,977
                      )Investing
      activitiesPayments
      for oil and natural gas properties and equipment
                      
                      
                      (2,893
                      )
                      
                      
                      (95
                      )
                      
                      
                      (164,311
                      )Cash
      received in excess of cash paid in reverse acquisition of North American
      Energy Resources, Inc.
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      119,830Loan
      to related party
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (19,993
                      )Proceeds
      from sale of oil and gas properties
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,500Payments
      for pipeline
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (7,500
                      )Net
      cash used in investing activities
                      
                      
                      (2,893
                      )
                      
                      
                      (95
                      )
                      
                      
                      (64,474
                      )Financing
      activitiesLoan
      proceeds
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      48,750Shareholder
      contribution
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      50,000Loans
      from related parties
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      113,350Sale
      of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      26,000Net
      cash provided by financing activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      238,100Net
      increase in cash and cash equivalents
                      
                      
                      (2,377
                      )
                      
                      
                      7,139
                      
                      
                      
                      649Cash
      and cash equivalents, beginning of period
                      
                      
                      3,026
                      
                      
                      
                      27,966
                      
                      
                      
                      -Cash
      and cash equivalents, end of period
                      
                      $
                      649
                      
                      
                      $
                      35,105
                      
                      
                      $
                      649(Continued)


See
accompanying notes to condensed consolidated financial
statements.


9





NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)


Statements
of Condensed Consolidated Cash Flows, Continued


For
the three months ended July 31, 2010 and 2009


and
the period from inception (August 18, 2006) through July 31, 2010


(Unaudited)





Inception(August 18, 2006)throughJuly 31,2010
                    
                    
                    2009
                    
                    
                    2010Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    1,094Income
      taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Non-cash
      investing and financing activities:Common
      stock issued for:Notes
      receivable
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    76,000Oil
      and gas properties
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    303,670Interest
      in pipeline
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    100,000Loans
      to shareholders assumed
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (371,000
                    )Advance
      from joint interest participant assumed
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (8,670
                    )$
                    100,000Acquisition
      of North American Energy Resources, Inc. in reverse
      acquisition:Assets
      acquired, other than cash
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    -Liabilities
      assumed
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (30,170
                    )(30,170
                    )Common
      stock issued
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    150,000Cash
      received in excess of cash paid
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    119,830Exchange
      of joint interest receivable for oil and natural gas
      properties
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    53,068Convertible
      note payable and accrued interest exchanged for 1,000 shares of North
      American Exploration, Inc. common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    35,530Common
      stock options granted
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    205,096Common
      stock options cancelled
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    188,005Common
      stock issued for:Consulting
      agreements
                    
                    
                    -
                    
                    
                    
                    630,000
                    
                    
                    
                    902,600Unevaluated
      oil and natural gas properties
                    
                    
                    -
                    
                    
                    
                    126,000
                    
                    
                    
                    126,000Proven
      oil and natural gas properties
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    192,500Accounts
      payable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    106,183Chief
      executive officer compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    155,200Credit
      balance transferred from accounts receivable to accounts
      payable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,068Accounts
      receivable applied as payment on note payable to related
    party
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    4,572Option
      exercises paid by reducing note payable related party
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    75,250Advance
      from shareholder converted to note
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,000





See
accompanying notes to condensed consolidated financial
statements.


10


NORTH
AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)


Notes
to Condensed Consolidated Financial Statements





NOTE
      1:
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Organization




The
consolidated financial statements include the accounts of North American Energy
Resources, Inc. (“NAER”) and its wholly owned subsidiary, North American
Exploration, Inc. (“NAE”) (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 consolidated 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, 2010, which
is included in the Company’s Form 10-K dated April 30, 2010.  The financial
data for the interim periods presented may not necessarily reflect the results
to be anticipated for the complete year.





Acquisition




On July
28, 2008, the shareholders of NAE entered into a stock purchase agreement with
NAER.  NAER issued 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.


11





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 could be used for gathering its gas and
the gas production of other producers.  The Company's gas production has
been shut-in due to low prices since February 2009.





Exploration
stage


The
Company is in the exploration stage and has realized only nominal revenue to
date.  The decline in gas prices has placed the Company's original gas
development plans  in Washington County, Oklahoma on hold.  The
Company has plans to raise funds in order to develop or acquire additional oil
leases.  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 consolidated financial statements have been prepared assuming the
Company will continue as a going concern.  The Company commenced operations
in September 2006.





At July
31, 2010 and April 30, 2010 the Company had a working capital deficit of
$511,040 and $344,785, respectively.  The Company has an accumulated
deficit of $2,674,702  which includes a loss of $164,077 during the
three months ended July 31, 2010, which includes stock compensation in the
amount of $123,879.  The Company's note payable to a shareholder with a
balance of $384,428 at July 31, 2010, was due May 1, 2010 and remains
unpaid.  The Company expects to extend the note or convert it to common
stock.





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 defaulted 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.





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.





Fiscal
year


2011
refers to periods ending during the fiscal year ending April 30, 2011 and 2010
refers to periods ended during the fiscal year ended April 30,
2010.





Reclassification


Certain
reclassifications have been made in the financial statements at July 31, 2009
and for the periods then ended to conform to the July 31, 2010
presentation.  The reclassifications had no effect on net
loss.


12





Recent
adopted and pending accounting pronouncements




Below is
a listing of the most recent accounting standards and their effect on the
Company, as issued by the Financial Accounting Standards Board ("FASB") in the
form of Accounting Standards Updates ("ASU").  We have evaluated all recent
accounting pronouncements through August 23, 2010 and find none that would have
a material impact on the financial statements of the Company, except for those
detailed below.





In
February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic
855)."  The amendments remove the requirements for an SEC filer to
disclose a date, in both issued and revised financial statements through which
subsequent events have been reviewed.  Revised financial statements include
financial statements revised as a result of either correction of an error or
retrospective application of U.S. GAAP.  ASU 2010-09 is effective for
interim or annual financial periods ending after June 15, 2010.  The
Company adopted ASU 2010-09 with no effect on its financial position or results
of operation at July 31, 2010.





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.





Convertible
notes payable includes convertible notes payable to shareholders and others in
the total amount of $510,476 at January 31, 2010 April 30, 2010.  One note
with a balance of $384,428 at July 31, 2010 and April 30, 2010 was due May 1,
2010 and remains past due.  The note is convertible into the Company's
common stock at a price of $1.50 per share.  The remaining notes in the
total amount of $126,048 are due in March and April 2011, including interest at
12% and are convertible into the Company's common stock at a price ranging from
$0.03 to $1.00 per share.





NOTE
      3:
            STOCKHOLDER’S
      EQUITY





PREFERRED
STOCK





The
Company has 100,000,000 shares of its $0.001 par value preferred stock
authorized.  At July 31, 2010 and April 30, 2010, the Company had no shares
issued and outstanding.





COMMON
STOCK





The
Company has 100,000,000 shares of its $0.001 par value common stock
authorized.  At July 31, 2010 and April 30, 2010 the Company has 17,375,539
shares issued and outstanding.


13





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.





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 July 31, 2010.  At July 31, 2010, there are 1,242,333 shares
available for grant.





NOTE
      4:
            PREPAID
      EXPENSES





The
Company recorded prepaid expenses from the issue of its common stock for
consulting services.  The cost, based on the trading price of the stock at
the time of the transaction, is amortized to expense over the term of the
contracts.  The unamortized balances at July 31, 2010 and April 30, 2010
are as follows:


14





July
      31,
                  
                  
                  April
      30,2010
                  
                  
                  2009Current
      assetStockholder
      relations firm
                  
                  $
                  105,000
                  
                  
                  $
                  168,000Consulting
      firm assisting with listing common stock on the Frankfort
      Exchange
                  
                  
                  22,875
                  
                  
                  
                  68,625Administrative
      management
                  
                  
                  6,500
                  
                  
                  
                  9,500Other
      prepaid expense
                  
                  
                  2,731
                  
                  
                  
                  4,608$
                  137,106
                  
                  
                  $
                  250,733Component
      of stockholders' deficitChief
      executive officer compensation
                  
                  $
                  -
                  
                  
                  $
                  12,129


15





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





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





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





COMPARISON
OF THREE MONTHS ENDED JULY 31, 2010 AND 2009





Revenues
during the three months ended July 31, 2010 and 2009 were as
follows:





2010
                  
                  
                  2009Oil
      production
                  
                  $
                  1,905
                  
                  
                  $
                  1,614





Oil
revenues included 31 net barrels sold in 2010 and 32 net barrels of oil sold in
2009.  Due to low prices, the Company shut-in its gas production during
January 2009.  The Company's oil prices per barrel averaged $61.94 during
2010 and $49.74 during 2009.





Costs
and expenses during the three months ended July 31, 2010 and 2009 were as
follows:





2010
                  
                  
                  2009Oil
      and natural gas production taxes
                  
                  $
                  137
                  
                  
                  $
                  116Oil
      and natural gas production expenses
                  
                  
                  2,644
                  
                  
                  
                  4,850Depreciation
      and amortization
                  
                  
                  714
                  
                  
                  
                  1,599Non-cash
      compensation
                  
                  
                  123,879
                  
                  
                  
                  128,701Other
      general and administrative expense, net of operator's overhead
      fee
                  
                  
                  23,167
                  
                  
                  
                  26,771Total
                  
                  $
                  150,541
                  
                  
                  $
                  162,037





Oil and
natural gas production expenses were $2,644 in 2010, principally on the
Company's producing oil wells.  In 2009, the cost was $4,850 and included
repair costs associated with corrosive water damage.





Non-cash
compensation in 2010 and 2009 represents the current period charge for stock
which has been issued for consulting contracts.


16





Other
income (expense) during the three months ended July 31, 2010 and 2009 is as
follows:





2010
                  
                  
                  2009Interest
      income
                  
                  $
                  -
                  
                  
                  $
                  300Interest
      expense
                  
                  
                  (15,441
                  )
                  
                  
                  (12,075
                  )Total
                  
                  $
                  (15,441
                  )
                  
                  $
                  (11,775
                  )





The
interest bearing debt increased as of the end of the 2010 period as compared to
the 2009 period.





LIQUIDITY,
CAPITAL RESOURCES AND PLAN OF OPERATIONS





At July
31, 2010, we had $649 in cash and a working capital deficit of $511,040. 
Comparatively, we had cash of $3,026 and a working capital deficit of $344,785
at April 30, 2010.  The principal element of the change in working capital
was an increase in prepaid consulting contracts of $113,627 and other losses
incurred during the period.





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's note payable to a shareholder with a balance of
$384,428 at July 31, 2010, was due May 1, 2010 and remains unpaid.  The
Company expects to extend the note or convert it to common stock.





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.





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.





CASH
FROM OPERATING ACTIVITIES





Cash from
operating activities was $516 for the three-month period ended July 31, 2010 and
cash from operations was $7,234 for the comparable 2009 period.  There has
been only nominal activity with a significant portion of the operating loss
being paid with common stock.





CASH
USED IN FINANCING ACTIVITIES





We
incurred capital costs of $2,893 and $95 in the three months ended July 31, 2010
and 2009, respectively.


17





CASH
FROM FINANCING ACTIVITIES





No
activity during the three months ended July 31, 2010 and 2009.





GOING
CONCERN





We have
not attained profitable operations and are dependent upon obtaining a
replacement for the shareholder contributions to pursue our business plan. 
For these reasons, there is substantial 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.


18


ITEM 3:
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM
      4T:
            CONTROLS
      AND PROCEDURES





(a) Evaluation of Disclosure
Controls and Procedures





The
Company’s Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934) as of July 31, 2010.  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.


19


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





None
during the quarter ended July 31, 2010.





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


20





SIGNATURE





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





NORTH
      AMERICAN ENERGY RESOURCES, INC.Date:  September
      9, 2010By:  /s/
                    Ross E. SilveyPresident,
      Chief Executive Officer andActing
      Chief Financial
Officer


21