UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K




ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934




For
the fiscal year ended April 30, 2009




Commission
File Number 000-52522





NORTH
AMERICAN ENERGY RESOURCES, INC.


(Exact
name of registrant as specified in its charter)


Nevada
                98-0550352(State
      or Other Jurisdiction
                (IRS
      Employerof
      Incorporation or Organization)
                Identification
      No.)





11005
      Anderson Mill RoadAustin,
      Texas
            78750(Address
      of Principal Executive Office)
            (Zip
      Code)





Issuer’s
telephone number (512) 944-9115




Securities
registered under Section 12(b) of the Exchange Act: None





Securities
registered under Section 12(g) of the Exchange Act:





COMMON STOCK, $0.001 PAR
VALUE


(Title
of each class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈ No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.  Yes  ̈ No
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No
 ̈




Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained here-in, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  (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




The
aggregate market value of the shares of our common stock, par value $0.001, held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant’s most recently completed second fiscal
quarter.  $454,501,066.





As of
June 30, 2009, the registrant had outstanding 15,335,539 shares of its common
stock, par value of $0.001.





DOCUMENTS
INCORPORATED BY REFERENCE





No
documents are incorporated by reference into this Report except those Exhibits
so incorporated as set forth in the Exhibit index.







NORTH
AMERICAN ENERGY RESOURCES, INC.





TABLE OF
CONTENTS





FORM
10-K





Part
I





PagePART
      IItem
      1
                                                      Business
                                                      3Item
      1A
                                                      Risk
      Factors
                                                      8Item
      1B
                                                      Unresolved
      Staff Comments
                                                      8Item
      2
                                                      Properties
                                                      8Item
      3
                                                      Legal
      Proceedings
                                                      14Item
      4
                                                      Submission
      of Matters to a Vote of Security Holders
                                                      14PART
      IIItem
      5
                                                      Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                      15Item
      6
                                                      Selected
      Financial Data
                                                      17Item
      7
                                                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                                                      17Item
      7A
                                                      Quantitative
      and Qualitative Disclosures About Market Risk
                                                      21Item
      8
                                                      Financial
      Statements and Supplementary Data
                                                      22Item
      9
                                                      Changes
      in and Disagreements with Accountants on Accounting and
      Financial  Disclosure
                                                      46Item
      9AT
                                                      Controls
      and Procedures
                                                      46Item
      9B
                                                      Other
      Information
                                                      47PART
      IIIItem
      10
                                                      Directors,
      Executive Officers and Corporate Governance
                                                      48Item
      11
                                                      Executive
      Compensation
                                                      49Item
      12
                                                      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                      51Item
      13
                                                      Certain
      Relationships and Related Transactions, and Director
      Independence
                                                      53Item
      14
                                                      Principal
      Accountant Fees and Services
                                                      54PART
      IVItem
      15
                                                      Exhibits
      and Financial Statement Schedules
                                                      55




2


From time
to time, we may publish forward-looking statements relative to such matters as
anticipated financial results, business prospects, technological developments
and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. The following discussion
and analysis should be read in conjunction with the report on the Consolidated
Financial Statements and the accompanying Notes to Consolidated Financial
Statements appearing later in this report. All statements other than statements
of historical fact included in this Annual Report on Form 10-K are, or may be
deemed to be, forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of
1934, as amended. Important factors that could cause actual results to differ
materially from those discussed in such forward-looking statements include, but
are not limited to, the following: our current liquidity needs, as described in
our periodic reports; changes in the economy; our inability to raise additional
capital; our involvement in potential litigation; volatility of our stock price;
the variability and timing of business opportunities; changes in accounting
policies and practices; the effect of internal organizational changes; adverse
state and federal regulation and legislation; and the occurrence of
extraordinary or catastrophic events and terrorist acts. These factors and
others involve certain risks and uncertainties that could cause actual results
or events to differ materially from management’s views and expectations.
Inclusion of any information or statement in this report does not necessarily
imply that such information or statement is material. We do not undertake any
obligation to release publicly revised or updated forward-looking information,
and such information included in this report is based on information currently
available and may not be reliable after this date.




PART
I




ITEM
      1:
            BUSINESS




ORGANIZATION





North
American Energy Resources, Inc. ("NAEY" or the "Company") was originally
organized in Nevada on August 22, 2006 with the name Mar Ked Mineral
Exploration, Inc. ("Mar Ked").  The Company changed its name from Mar
Ked to North American Energy Resources, Inc. on August 11, 2008.





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.





On July
28, 2008, the Company acquired 100% of the outstanding stock of North American
Exploration, Inc. ("NAE") (formerly Signature Energy, Inc.) 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.  Accordingly, the transaction was recorded for
accounting purposes as the acquisition of NAE by NAEY with NAE as the acquirer
(reverse acquisition).  The financial statements of the Company prior
to July 28, 2008 are those of NAE.  Formerly NAEY used a November 30
year-end.  As a result of the reverse acquisition, the Company will
utilize the April 30 year-end of NAE after April 30, 2008.




3


NAE was
organized in Nevada on August 18, 2006 as Signature Energy, Inc. and changed its
name to North American Exploration, Inc. on June 2, 2008.





The SPA
provided that NAEY was to have $1,500,000 in cash and no liabilities at
closing.  At July 31, 2008, 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
amount agreed.  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.





Mar Ked
was originally formed to acquire and explore mineral claims, principally in the
Yukon Territory, Canada.  All activity relating to mining activity was
abandoned when NAE was acquired.





BUSINESS





OIL
AND GAS DRILLING PROSPECTS





Current
natural gas prices have made the Company's natural gas reserves uneconomical to
produce.  Accordingly, at April 30, 2009, the Company recorded as
asset impairment charge of $417,840.  The Company has encountered
three different oil zones during its recent development activities and plans to
concentrate available development funds on increasing oil
production.  The Company currently does not plan to begin producing
its natural gas reserves until gas prices improve to at least
$5/MCF.





EXPLORATION
STAGE COMPANY





We are
considered an exploration or exploratory stage company because we are involved
in the examination and investigation of leases that we believe may contain
commercial oil or gas reserves.  We have made limited evaluations of
our leases, but there is no assurance that commercially viable reserves of oil
or gas exist on our leases.  Additional drilling and development will
be required to adequately evaluate our leasehold position and we will remain an
exploration stage company until that process is completed.





OTHER





The
mailing address of our principal executive office is 11005 Anderson Mill Road,
Austin, Texas  78750 and our telephone number is
512-944-9115.





FINANCIAL
POSITION AND FUTURE FINANCING NEEDS





We are an
exploration stage company.  We have a limited history in the oil and
gas development and production business.




4


We have
not established sources of revenues sufficient to fund the development of
business, projected operating expenses and commitments for our fiscal year
ending April 30, 2010. We have been in the development stage since our
inception, August 18, 2006, have accumulated a net loss of $1,127,652 through
April 30, 2009, and incurred a loss of $1,097,468 for the year then
ended.





The
Company plans to make sales of its common stock in private transactions or to
borrow funds as needed to raise sufficient capital to fund the development of
business, projected operating expenses and commitments.  However,
there can be no assurance that we will be able to obtain sufficient funding to
develop our current business plan.





COMPETITION





The
Company expects to concentrate the majority of its resources on oil and gas
development and production.  The Company is much smaller than most
participants in this industry and has limited expertise in operating an energy
business.





GOVERNMENTAL
REGULATIONS, APPROVAL, COMPLIANCE





When we
elect to participate directly in development of oil and gas properties, our
operations are subject to various types of regulation at the federal, state and
local levels.  Such regulations includes requiring permits for the
drilling of wells; maintaining bonding requirements in order to drill or operate
wells; implementing spill prevention plans; submitting notification and
receiving permits relating to the presence, use and release of certain materials
incidental to oil and gas operations; and regulating the location of wells, the
method of drilling and casing wells, the use, transportation, storage and
disposal of fluids and materials used in connection with drilling and production
activities, surface usage and the restoration of properties upon which wells
have been drilled, the plugging and abandoning of wells and the transporting of
production. Our operations will also be subject to various conservation matters,
including the regulation of the size of drilling and spacing units or pro-ration
units, the number of wells which may be drilled in a unit, and the unitization
or pooling of oil and gas properties. In this regard, some states allow the
forced pooling or integration of tracts to facilitate exploration while other
states rely on voluntary pooling of lands and leases, which may make it more
difficult to develop oil and gas properties. In addition, state conservation
laws establish maximum rates of production from oil and gas wells, generally
limit the venting or flaring of gas, and impose certain requirements regarding
the ratable purchase of production. The effect of these regulations is to limit
the amounts of oil and gas we may be able to produce from our wells and to limit
the number of wells or the locations at which we may be able to
drill.




Our
business is affected by numerous laws and regulations, including energy,
environmental, conservation, tax and other laws and regulations relating to the
oil and gas industry. We plan to develop internal procedures and policies to
ensure that our operations are conducted in full and substantial environmental
regulatory compliance.





Failure
to comply with any laws and regulations may result in the assessment of
administrative, civil and criminal penalties, the imposition of injunctive
relief or both. Moreover, changes in any of these laws and regulations could
have a material adverse effect on business. In view of the many uncertainties
with respect to current and future laws and regulations, including their
applicability to us, we cannot predict the overall effect of such laws and
regulations on our future operations.




5


We
believe that our operations comply in all material respects with applicable laws
and regulations and that the existence and enforcement of such laws and
regulations have no more restrictive an effect on our operations than on other
similar companies in the energy industry. We do not anticipate any material
capital expenditures to comply with federal and state environmental
requirements.





ENVIRONMENTAL





Operations
on properties in which we have an interest are subject to extensive federal,
state and local environmental laws that regulate the discharge or disposal of
materials or substances into the environment and otherwise are intended to
protect the environment. Numerous governmental agencies issue rules and
regulations to implement and enforce such laws, which are often difficult and
costly to comply with and which carry substantial administrative, civil and
criminal penalties and in some cases injunctive relief for failure to
comply.





Some
laws, rules and regulations relating to the protection of the environment may,
in certain circumstances, impose “strict liability” for environmental
contamination. These laws render a person or company liable for environmental
and natural resource damages, cleanup costs and, in the case of oil spills in
certain states, consequential damages without regard to negligence or fault.
Other laws, rules and regulations may require the rate of oil and gas production
to be below the economically optimal rate or may even prohibit exploration or
production activities in environmentally sensitive areas. In addition, state
laws often require some form of remedial action, such as closure of inactive
pits and plugging of abandoned wells, to prevent pollution from former or
suspended operations.




Legislation
has been proposed in the past and continues to be evaluated in Congress from
time to time that would reclassify certain oil and gas exploration and
production wastes as “hazardous wastes.” This reclassification would make these
wastes subject to much more stringent storage, treatment, disposal and clean-up
requirements, which could have a significant adverse impact on operating costs.
Initiatives to further regulate the disposal of oil and gas wastes are also
proposed in certain states from time to time and may include initiatives at the
county, municipal and local government levels. These various initiatives could
have a similar adverse impact on operating costs.




The
regulatory burden of environmental laws and regulations increases our cost and
risk of doing business and consequently affects our profitability. The federal
Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA,
also known as the “Superfund” law, imposes liability, without regard to fault,
on certain classes of persons with respect to the release of a “hazardous
substance” into the environment. These persons include the current or prior
owner or operator of the disposal site or sites where the release occurred and
companies that transported, disposed or arranged for the transport or disposal
of the hazardous substances found at the site. Persons who are or were
responsible for releases of hazardous substances under CERCLA may be subject to
joint and several liability for the costs of cleaning up the hazardous
substances that have been released into the environment and for damages to
natural resources, and it is not uncommon for the federal or state government to
pursue such claims.




6


It is
also not uncommon for neighboring landowners and other third parties to file
claims for personal injury or property or natural resource damages allegedly
caused by the hazardous substances released into the environment. Under CERCLA,
certain oil and gas materials and products are, by definition, excluded from the
term “hazardous substances.” At least two federal courts have held that certain
wastes associated with the production of crude oil may be classified as
hazardous substances under CERCLA. Similarly, under the federal Resource,
Conservation and Recovery Act, or RCRA, which governs the generation, treatment,
storage and disposal of “solid wastes” and “hazardous wastes,” certain oil and
gas materials and wastes are exempt from the definition of “hazardous wastes.”
This exemption continues to be subject to judicial interpretation and
increasingly stringent state interpretation. During the normal course of
operations on properties in which we have an interest, exempt and non-exempt
wastes, including hazardous wastes, that are subject to RCRA and comparable
state statutes and implementing regulations are generated or have been generated
in the past. The federal Environmental Protection Agency and various state
agencies continue to promulgate regulations that limit the disposal and
permitting options for certain hazardous and non-hazardous wastes.




We plan
to establish guidelines and management systems to ensure compliance with
environmental laws, rules and regulations if we participate directly in the
development of oil and gas resources. The existence of these controls cannot,
however, guarantee total compliance with environmental laws, rules and
regulations. We will rely on the operator of the properties in which we
have an interest to be in substantial compliance with applicable laws, rules and
regulations relating to the control of air emissions at all facilities on those
properties. Although we plan to maintain insurance against some, but not all, of
the risks described above, including insuring the costs of clean-up operations,
public liability and physical damage, there is no assurance that our insurance
will be adequate to cover all such costs, that the insurance will continue to be
available in the future or that the insurance will be available at premium
levels that justify our purchase. The occurrence of a significant event not
fully insured or indemnified against could have a material adverse effect on our
financial condition and operations. Compliance with environmental requirements,
including financial assurance requirements and the costs associated with the
cleanup of any spill, could have a material adverse effect on our capital
expenditures, earnings or competitive position. We do believe, however, that our
operators are in substantial compliance with current applicable environmental
laws and regulations. Nevertheless, changes in environmental laws have the
potential to adversely affect operations. At this time, we have no plans to make
any material capital expenditures for environmental control
facilities.





EMPLOYEES




It is
anticipated that the only active employee of this business in the near future
will be its President.  All other operative functions, such as
acquiring leaseholds, creating joint ventures and development and production of
oil and gas will be handled by the President or independent contractors and
consultants.




7


ITEM
      1A:
            RISK
      FACTORS




Not
applicable.





ITEM
      1A:
            UNRESOLVED
      STAFF COMMENTS




Not
applicable.





ITEM
      2:
            PROPERTIES




The
Company’s oil and gas business is primarily involved in the development and
production of oil and gas.  As of April 30, 2009, we have 745 acres
under lease in Washington County, Oklahoma which includes 2 producing oil
wells.  All gas wells were shut-in in February 2009 due to low gas
prices.





Proved
Reserves and Estimated Future Net Revenue


The SEC
defines proved oil and gas reserves as the estimated quantities of crude oil and
natural gas that geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under existing
economic and operating conditions, i.e. prices and costs as of the date the
estimate is made.  Prices include consideration of changes in existing
prices provided only by contractual arrangements, but not on escalations based
upon future conditions.





The
process of estimating oil and natural gas reserves is complex and requires
significant judgment.  Our policies regarding booking reserves require
proved reserves to be in compliance with the SEC definitions and
guidance.  We have internally prepared our own reserve estimates based
on information provided by consultants.





The
following table sets forth our estimated proved reserves and the related
estimated pre-tax future net revenues, pre-tax 10% present value and after-tax
standardized measure of discounted future net cash flows as of April 30,
2009.  These estimates correspond with the method used in presenting
the “Supplemental Information on Oil and Gas Operations” in Note 11 to our
financial statements included herein.  At April 30, 2009, 100% of the
proved reserves have been classified as proved developed producing
("PDP").  There are no proved developed non-producing ("PDNP")
reserves.





Total
                      
                      
                      Proved
                      
                      
                      ProvedProved
                      
                      
                      Developed
                      
                      
                      UndevelopedReserves
                      
                      
                      Reserves
                      
                      
                      ReservesTotal
      ReservesOil
      (BBLs)
                      
                      
                      7,288
                      
                      
                      
                      7,288
                      
                      
                      
                      -Gas
      (MCF)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -BOE
      (1)
                      
                      
                      7,288
                      
                      
                      
                      7,288
                      
                      
                      
                      -Pre-tax
      future net revenue (2)
                      
                      $
                      81,103
                      
                      
                      $
                      81,103
                      
                      
                      $
                      -Pre-tax
      10% present value (2)
                      
                      
                      38,379
                      
                      
                      
                      38,379
                      
                      
                      
                      -Standardized
      measure of discounted future net cash flows (2)(3)
                      
                      $
                      38,379
                      
                      
                      $
                      38,379
                      
                      
                      $
                      -




8


(1)
            Gas
      reserves are converted to barrels of oil equivalent (“BOE”) at the rate of
      six MCF per BBL of oil, based upon the approximate relative energy content
      of natural gas and oil, which rate is not necessarily indicative of the
      relationship of gas and oil prices.





(2)
            Estimated
      pre-tax future net revenue represents estimated future revenue to be
      generated from the production of proved reserves, net of estimated
      production and development costs and site restoration and abandonment
      charges.  The amounts shown do not give effect to depreciation,
      depletion and amortization, or to non-property related expenses such as
      debt service and income tax
expense.





These
amounts were calculated using prices and costs in effect for each individual
property as of April 30, 2009.  These prices were not changed except
where different prices were fixed and determinable from applicable
contracts.  These assumptions yield average prices over the life of
our properties of $37.80 per BBL of oil and $1.90 per MCF of natural
gas.  As a result of the low production volume of our gas properties
and the low gas prices, no present value was attributed to our natural gas
reserves and an impairment charge of $417,840 was recorded at April 30,
2009.





The
present value of after-tax future net revenues discounted at 10% per annum
(“standardized measure”) was $38,379 at the end of April 2009.  The
standardized measure did not include discounted future income taxes since the
net operating loss carryforward exceeded the future net revenues.  The
present value of our pre-tax future net revenue (“pre-tax 10% present value”)
was therefore also $38,379.  We believe the pre-tax 10% present value
assists in both the determination of future cash flows of the current reserves
as well as in making relative value comparisons among peer
companies.  The after-tax standardized measure is dependent on the
unique tax situation of each individual company, while the pre-tax 10% present
value is based on prices and discount factors, which are more consistent from
company to company.  We also understand that securities analysts use
the pre-tax 10% present value measure in similar ways.





(3)
            See
      Note 11 to the financial statements included in Item
  8.





No
estimates of our proved reserves have previously been filed with or included in
reports to any federal governmental authority or agency as this is our initial
period with reserves.





The
prices used in calculating the estimated future net revenues attributable to
proved reserves do not necessarily reflect market prices for oil and gas
production subsequent to April 30, 2009.  There can be no assurance
that all of the proved reserves will be produced and sold within the periods
indicated, that the assumed prices will be realized or that existing contracts
will be honored or judicially enforced.





Production


All of
our production was from our leases in Washington, County
Oklahoma.  The gas gathering system used for selling gas to the market
was shut-in during February 2009, and accordingly we had no gas production from
that date through April 30, 2009.  Our oil production averaged
approximately 0.5 BBLs/day during April 2009.  We do not expect the
gas gathering system to re-open until gas prices improve.




9


Project
Summary


As noted
above, the Company has encountered three different oil zones during its recent
development activities and plans to concentrate available development funds to
increasing oil production.





Acreage


The
following table summarizes gross and net developed acreage at April 30,
2009.





Developed
      AcreageGross
                    
                    
                    NetWashington
      County, Oklahoma
                    
                    
                    745
                    
                    
                    
                    686





Production
History


The
following table presents the historical information about our natural gas and
oil production volumes.





Year
      ended April 30,2009
                  
                  
                  2008Oil
      production (BBLs)
                  
                  
                  46
                  
                  
                  
                  -Gas
      production (MCF)
                  
                  
                  1,215
                  
                  
                  
                  1,357Total
      production (BOE)
                  
                  
                  249
                  
                  
                  
                  226Daily
      production (BOE/d)
                  
                  
                  0.68
                  
                  
                  
                  0.62Average
      sales price:Oil
      (per BBL)
                  
                  $
                  37.49
                  
                  
                  $
                  -Gas
      (per MCF)
                  
                  $
                  3.99
                  
                  
                  $
                  4.70Total
      (per BOE)
                  
                  $
                  26.34
                  
                  
                  $
                  28.20Average
      production cost (per BOE)
                  
                  $
                  148.12
                  
                  
                  $
                  104.47Average
      production taxes (per BOE)
                  
                  $
                  1.90
                  
                  
                  $
                  2.03





The
average oil sales price amounts above are calculated by dividing revenue from
oil sales by the volume of oil sold in BBLs.  The average gas price
amounts above are calculated by dividing revenue from gas sales by the volume of
gas sold in MCF.  The total average sales price amounts above are
calculated by dividing total revenues by total volume sold in
BOE.  The average production costs and average production taxes above
are calculated by dividing production costs by total production in
BOE.





Productive
wells


The
following table presents our ownership at April 30, 2009, in oil and natural gas
wells (a net well is our percentage ownership of a gross
well).  Natural gas wells are not included since no reserves were
attributed to natural gas at April 30, 2009.


10





Oil
      wells
                              
                              
                              Gas
      wells
                              
                              
                              Total
      wellsGross
                              
                              
                              Net
                              
                              
                              Gross
                              
                              
                              Net
                              
                              
                              Gross
                              
                              
                              NetOklahoma
                              
                              
                              2.0
                              
                              
                              
                              0.5
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2.0
                              
                              
                              
                              0.5




Drilling
Activities


During
2009, we completed the drilling of 2 oil wells.  Our drilling activity
was discontinued pending other financing when the agreed capitalization of
$1,500,000 was limited to $200,000.





Cost
information


We
conduct our oil and natural gas activities entirely in the United States and to
date only in Washington County, Oklahoma.  Costs incurred for property
acquisition, exploration and development activities during the years ended April
30, 2009 and 2008 are shown below.





For
      the years ended April 30,2009
                  
                  
                  2008Acquisition
      of proved properties
                  
                  $
                  37,316
                  
                  
                  $
                  -Development
      costs
                  
                  
                  3,066
                  
                  
                  
                  37,084Total
      costs incurred
                  
                  $
                  40,382
                  
                  
                  $
                  37,084





Reserve
Quantity Information


Our
estimates of proved reserves and valuation were prepared internally and based on
information provided by consultants in accordance with the provisions of SFAS
69, "Disclosure About Oil and Gas Producing Activities."  The
estimates of proved reserves are inherently imprecise and continually subject to
revision based on production history, results of additional exploration and
development, price changes and other factors.  Our oil and natural gas
reserves are attributed solely to properties within the United
States.  A summary of the changes in quantities of proved developed
oil and natural gas reserves is shown below.





Natural
      GasOil (BBLs)
                  
                  
                  (MCF)Balance,
      April 30, 2007
                  
                  
                  -
                  
                  
                  
                  1,527,956Purchase
      of minerals in place
                  
                  
                  -
                  
                  
                  
                  77,296Production
                  
                  
                  -
                  
                  
                  
                  (1,357
                  )Revisions
      of estimates
                  
                  
                  -Balance,
      April 30, 2008
                  
                  
                  -
                  
                  
                  
                  1,603,895Extensions
      and discoveries
                  
                  
                  7,334
                  
                  
                  
                  -Production
                  
                  
                  (46
                  )
                  
                  
                  (1,215
                  )Revisions
      of estimates
                  
                  
                  -
                  
                  
                  
                  (1,602,680
                  )Balance,
      April 30, 2009
                  
                  
                  7,288
                  
                  
                  
                  -




11


Standardized
Measure of Discounted Future Net Cash Flows


Our
standardized measure of discounted future net cash flows relating to proved oil
and natural gas reserves and changes in the standardized measure as described
below were prepared in accordance with the provisions of SFAS
69.  Future cash inflows were computed by applying year-end prices to
estimated future production.  Future production and development costs
are computed by estimating the expenditures to be incurred in production and
developing the proved oil and natural gas reserves at year end, based on
year-end costs and assuming continuation of existing economic
conditions.





Future
income tax expenses are calculated by applying appropriate year-end tax rates to
future pre-tax net cash flows relating to proved oil and natural gas reserves,
less the tax basis of properties involved.  Future income tax expenses
give effect to permanent differences, tax credits and loss carryforwards
relating to the proved oil and natural gas reserves.  Future net cash
flows are discounted at a rate of 10% annually to derive the standardized
measure of discounted future net cash flows.  This calculation
procedure does not necessarily result in an estimate of the fair market value or
the present value of our oil and natural gas properties.





The
standardized measure of discounted future net cash flows relating to the proved
oil and natural gas reserves are shown below.





For
      the years ended April 30,2009
                  
                  
                  2008Future
      cash flows
                  
                  $
                  207,103
                  
                  
                  $
                  9,235,663Future
      production costs
                  
                  
                  (126,000
                  )
                  
                  
                  (2,489,998
                  )Future
      income taxes
                  
                  
                  -
                  
                  
                  
                  (2,293,526
                  )Future
      net cash flows
                  
                  
                  81,103
                  
                  
                  
                  4,452,13910%
      annual discount for estimated timing of cash flows
                  
                  
                  (42,724
                  )
                  
                  
                  (2,529,061
                  )Standardized
      Measure of Discounted Cash Flows
                  
                  $
                  38,379
                  
                  
                  $
                  1,923,078





The
changes in the standardized measure of discounted future net cash flows relating
to the proved oil and natural gas reserves are shown below.


12





For
      the years ended April 30,2009
                  
                  
                  2008Beginning
      of year
                  
                  $
                  1,923,078
                  
                  
                  $
                  1,279,673Purchase
      of minerals in place
                  
                  
                  37,316
                  
                  
                  
                  -Extensions,
      discoveries and improved recovery, less related costs
                  
                  
                  1,900
                  
                  
                  
                  -Development
      costs incurred during the year
                  
                  
                  3,066
                  
                  
                  
                  37,084Sales
      of oil and gas produced, net of production costs
                  
                  
                  30,795
                  
                  
                  
                  17,695Accretion
      of discount
                  
                  
                  -
                  
                  
                  
                  -Net
      changes in price and production costs
                  
                  
                  (1,951,810
                  )
                  
                  
                  516,232Net
      change in estimated future development costs
                  
                  
                  -
                  
                  
                  
                  40,212Revision
      of previous quantity estimates
                  
                  
                  (5,966
                  )
                  
                  
                  32,182End
      of year
                  
                  $
                  38,379
                  
                  
                  $
                  1,923,078





Management's
Business Strategy Related to Properties


Our goal
is to increase stockholder value by investing in oil and gas projects with
attractive rates of return on capital employed.  We plan to achieve
this goal by exploiting and developing our existing oil and natural gas
properties and pursuing acquisitions of additional
properties.  Specifically, we have focused, and plan to continue to
focus, on our property in Washington County, Oklahoma.





Title
to Properties


Title to
properties is subject to contractual arrangements customary in the oil and gas
industry, liens for current taxes not yet due and, in some instances, other
encumbrances.  We believe that such burdens do not materially detract
from the value of such properties or from the respective interests therein or
materially interfere with their use in the operation of the
business.





As is
customary in the industry, other than a preliminary review of local records,
little investigation of record title is made at the time of acquisitions of
undeveloped properties.  Investigations, which generally include a
title opinion of outside counsel, are made prior to the consummation of an
acquisition of producing properties and before commencement of drilling
operations on undeveloped properties.





OTHER


The Chief
Executive Officer currently provides the Company's corporate office at no charge
to the Company.




13


ITEM
      3:
            LEGAL
      PROCEEDINGS





There are
no pending or threatened lawsuits against us.





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




On
February 4, 2009, the Board of Directors of the Company approved an amendment to
the Certificate of Incorporation, pursuant to shareholder approval, for a 1
share for 50 shares reverse stock split of the Company's issued and outstanding
shares.





On April
23, 2009, a majority of the shareholders approved the 1 share for 50 shares
reverse split of the Company's common stock and directed management to make the
appropriate filings with the Secretary of State of Nevada.




14


PART
II




ITEM
      5:
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES




(a)           MARKET
INFORMATION





Our
$0.001 par value per share common stock is traded in the over-the-counter market
and is quoted on the National Association of Securities Dealers (“NASD”)
Over-The Counter Bulletin Board (“OTCBB”) under the symbol
“NAEY.OB.”  Until we began trading on July 24, 2007, there was no
public market for our common stock.  Previously we traded under the
symbol NAEN.OB.





The
following table sets forth the quarterly high and low daily close for our common
stock as reported by the OTCBB since we began trading on July 24,
2007.  The bids reflect inter dealer prices without adjustments for
retail mark-ups, mark-downs or commissions and may not represent actual
transactions.





Period (Quarter ended)
                      
                      High
                      
                      
                      Low2009April
      30, 2009
                      
                      $
                      10.35
                      
                      
                      $
                      0.80January
      31, 2009
                      
                      $
                      121.50
                      
                      
                      $
                      10.50October
      31, 2008
                      
                      $
                      112.50
                      
                      
                      $
                      50.00July
      31, 2008
                      
                      $
                      45.00
                      
                      
                      $
                      18.332008April
      30, 2008
                      
                      $
                      50.00
                      
                      
                      $
                      10.33January
      31, 2008
                      
                      $
                      66.00
                      
                      
                      $
                      40.00October
      31, 2007
                      
                      $
                      41.67
                      
                      
                      $
                      6.67July
      31, 2007
                      
                      $
                      6.67
                      
                      
                      $
                      6.67





The OTCBB
is a quotation service sponsored by the NASD that displays real-time quotes and
volume information in over-the-counter (“OTC”) equity securities. The OTCBB does
not impose listing standards or requirements, does not provide automatic trade
executions and does not maintain relationships with quoted issuers. A company
traded on the OTCBB may face loss of market makers and lack of readily available
bid and ask prices for its stock and may experience a greater spread between the
bid and ask price of its stock and a general loss of liquidity with its stock.
In addition, certain investors have policies against purchasing or holding OTC
securities. Both trading volume and the market value of our securities have
been, and will continue to be, materially affected by the trading on the
OTCBB.





PENNY
STOCK CONSIDERATIONS





Our
shares will be “penny stocks” as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00.  Our shares thus will be subject to rules that impose
sales practice and disclosure requirements on broker-dealers who engage in
certain transactions involving a penny stock.




15


Under the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer or accredited investor must make a special
suitability determination regarding the purchaser and must receive the
purchaser’s written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt.  Generally, an individual with a
net worth in excess of $1,000,000, or annual income exceeding $100,000
individually or $300,000 together with his or her spouse, is considered an
accredited investor.  In addition, under the penny stock regulations
the broker-dealer is required to:


·
            Deliver,
      prior to any transaction involving a penny stock, a disclosure schedule
      prepared by the Securities and Exchange Commission relating to the penny
      stock market, unless the broker-dealer or the transaction is otherwise
      exempt;


·
            Disclose
      commissions payable to the broker-dealer and our registered
      representatives and current bid and offer quotations for the
      securities;


·
            Send
      monthly statements disclosing recent price information pertaining to the
      penny stock held in a customer’s account, the account’s value and
      information regarding the limited market in penny stocks;
    and


·
            Make
      a special written determination that the penny stock is a suitable
      investment for the purchaser and receive the purchaser’s written agreement
      to the transaction, prior to conducting any penny stock transaction in the
      customer’s account.





Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market and
have the effect of reducing the level of trading activity in the secondary
market.  These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded.  In addition, the liquidity for our securities may be
decrease, with a corresponding decrease in the price of our
securities.  Our shares in all probability will be subject to such
penny stock rules and our shareholders will, in all likelihood, find it
difficult to sell their securities.





RECENT
SALES OF UNREGISTERED SECURITIES





During
the quarter ended April 30, 2009, we sold 15,000 shares of our common stock in
private transactions for $22,763 in debt forgiveness and issued 160,000 shares
pursuant to a 2-year compensation agreement with our Chief Executive Officer
valued at $145,600.  The compensation agreement covers the two year
period commencing August 1, 2008.





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





(b)           HOLDERS





There are
37 shareholders of record of the Company’s common stock at June 30,
2009.





(c)           DIVIDENDS





The
Company has not paid dividends to date and has no plans to do so in the
foreseeable future.




16


(d)
            SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
  PLANS





The
following table summarizes certain information as of April 30, 2009, with
respect to compensation plans (including individual compensation arrangements)
under which our common stock is authorized for issuance:





Number
      of securities to beissued
      upon exercise of
                      
                      
                      Weighted
      average exercise
                      
                      Number
      of securitiesoutstanding
      options,
                      
                      
                      price
      of outstanding
                      
                      
                      remaining
      availablePlan
      category
                      
                      warrants
      and rights
                      
                      
                      options,
      warrants and rights
                      
                      for
      future issuanceEquity
      compensation plans approved by security holders:2008 Plan
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      1,242,333-
                      
                      
                      
                      
                      
                      
                      
                      1,242,333





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 designate a Compensation Committee for this
purpose.





ITEM
      6:
            SELECTED
      FINANCIAL DATA





Not
applicable.





ITEM
      7:
            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, without limitation, the matters set forth in this
statement.





Revenues
for the years ended April 30, 2009 and 2008 consisted of the
following.





2009
                      
                      
                      2008Oil
      and natural gas sales
                      
                      $
                      6,560
                      
                      
                      $
                      6,374Pipeline
      fees
                      
                      
                      2,450
                      
                      
                      
                      -$
                      9,010
                      
                      
                      $
                      6,374




17


In 2008,
the Company had gas sales of 1,357 MCF at an average price of
$4.70/MCF.  In 2009, the Company had oil sales of 46 BBL at an average
price of $37.49 and gas sales of 1,215 MCF at an average price of
$3.99.  As a result of the substantial price decline for natural gas,
the gathering system supporting our gas production was shut-in in February 2009
and the Company has not had gas sales since that time.  Gas sales are
expected to resume when gas prices improve.





Costs and
expenses consisted of the following for the years ended April 30, 2009 and
2008.





2009
                    
                    
                    2008Oil
      and natural gas production taxes
                    
                    $
                    472
                    
                    
                    $
                    459Oil
      and natural gas production expenses
                    
                    
                    36,882
                    
                    
                    
                    23,610Depreciation
      and amortization
                    
                    
                    5,799
                    
                    
                    
                    1,069Non-cash
      compensation
                    
                    
                    388,258
                    
                    
                    
                    -Asset
      impairment
                    
                    
                    417,840
                    
                    
                    
                    -General
      and administrative expenses, net of operator's overhead
    fees
                    
                    
                    257,056
                    
                    
                    
                    4,722$
                    1,106,307
                    
                    
                    $
                    29,860




Production
taxes are a percentage of revenue and vary directly with
revenue.  Production expenses have increased due to adding an interest
in two wells which were completed during 2009 and due to having $8,948 in
unrecovered expenses associated with our salt water disposal well in 2009 as
compared to $3,340 in 2008.  Depreciation and amortization increased
primarily due to having our pipeline for the full year in 2009 and only two
months in 2008.  Non-cash compensation includes primarily the cost of
stock grants for consultants in 2009.  There were no stock grants in
2008.





Asset
impairment amounted to $417,840 in 2009.  As discussed elsewhere
herein, this was a result of all gas reserves becoming uneconomical as the
current gas price.





General
and administrative expenses, net of operator's overhead fees is summarized as
follows for the two years ended April 30, 2009 and 2008.





2009
                    
                    
                    2008Accounting
      and auditing
                    
                    $
                    44,120
                    
                    
                    $
                    -Legal
      and professional
                    
                    
                    37,091
                    
                    
                    
                    13,792Consulting
      services
                    
                    
                    85,000
                    
                    
                    
                    -Bad
      debt expense
                    
                    
                    76,000
                    
                    
                    
                    -Office
      expenses
                    
                    
                    12,630
                    
                    
                    
                    530Shareholder
      communications
                    
                    
                    14,515
                    
                    
                    
                    -Operator
      overhead fees
                    
                    
                    (12,300
                    )
                    
                    
                    (9,600
                    )$
                    257,056
                    
                    
                    $
                    4,722





Accounting
and auditing expense increased in 2009 as charges relating to all prior
accounting and the 2008 and 2007 audit were included in 2009.  Legal
and professional costs increased primarily due to the merger and the increase in
operating joint ventures.  Consulting services arose from the efforts
to expand the Company's operations in a public company
environment.  These services were provided at no cost in
2008.  We recognized a bad debt expense for a note with a balance of
$76,000 during 2009, due to the determination that it was unlikely that we would
be able to collect the balance.  Office expenses increased and
shareholder communications increased due to becoming a public reporting company
in 2009.  Operator overhead fees are the fees charged to wells that
the Company operates, which are reimbursed by other owners of the
wells.




18




Other
income (expense) consisted of the following for the years ended April 30, 2009
and 2008.





2009
                    
                    
                    2008Other
      income
                    
                    $
                    266
                    
                    
                    $
                    54Interest
      expense
                    
                    
                    (437
                    )
                    
                    
                    (1,373
                    )$
                    (171
                    )
                    
                    $
                    (1,319
                    )





GOING
CONCERN FACTORS—LIQUIDITY




We are an
exploration stage company.  We have been in the energy business for
less than three years and rely principally upon the expertise of consultants to
operate our energy business.





We have
not established sources of revenues sufficient to fund the development of
business, projected operating expenses and commitments for our fiscal year
ending April 30, 2010. We have been in the exploration stage since our
inception, August 18, 2006, have accumulated a net loss of $1,127,652 through
April 30, 2009, and incurred a loss of $1,097,468 for the year then
ended.  We are currently unable to produce our gas reserves as the
current sales price is less than the costs to produce the product.





The
Company plans to make sales of its common stock in private transactions or to
borrow funds as needed to raise sufficient capital to fund the development of
business, projected operating expenses and commitments.  However,
there can be no assurance that we will be able to obtain sufficient funding to
develop our current business plan.





NEW
ACCOUNTING STANDARDS





There are
several new accounting pronouncements issued by the Financial Accounting
Standards Board (“FASB”) which are not yet effective.  Each of these
pronouncements, as applicable, has been or will be adopted by the
Company.  Management does not believe any of these accounting
pronouncements has had or will have a material impact on the Company’s financial
position or operating results.  See Note 1 to the financial
statements.





CRITICAL
ACCOUNTING POLICIES




The SEC
issued Financial Reporting Release No. 60, “Cautionary Advice Regarding
Disclosure about Critical Accounting Policies” (“FRR 60”), suggesting companies
provide additional disclosure and commentary on their most critical accounting
policies.  In FRR 60, the SEC defined the most critical accounting
policies as the ones that are most important to the portrayal of a company’s
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain.  Based on this
definition our most critical accounting policies are discussed
below.  The methods, estimates and judgments we use in applying these
most critical accounting policies have a significant impact on the results we
report in our financial statements.




19


REVENUE
RECOGNITION – We have derived our revenue primarily from the sale of produced
crude oil and natural gas.  Revenue is recorded in the month the
product is delivered to the purchaser.  We receive payment from one to
three months after delivery.  At the end of each month, we estimate
the amount of production delivered to purchasers and the price we will
receive.  Variances between our estimated revenue and actual payment
are recorded in the month the payment is received; however, the differences
should be insignificant.





FULL COST
METHOD OF ACCOUNTING – We account for our oil and natural gas operations using
the full cost method of accounting.  Under this method, all costs
associated with property acquisition, exploration and development of oil and gas
reserves are capitalized.  Costs capitalized include acquisition
costs, geological and geophysical expenditures, lease rentals on undeveloped
properties and cost of drilling and equipping productive and non-productive
wells.  Drilling costs include directly related overhead
costs.  All of our properties are currently located within the
continental United States.





OIL AND
NATURAL GAS RESERVE QUANTITIES – Reserve quantities and the related estimates of
future net cash flows affect our periodic calculations of depletion and
impairment of our oil and natural gas properties.  Proved oil and
natural gas reserves are the estimated quantities of crude oil, natural gas and
natural gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future periods from known reservoirs
under existing economic and operating conditions.  Reserve quantities
and future cash flows included in this Annual Report are prepared in accordance
with guidelines established by the SEC and FASB.  The accuracy of our
reserve estimates is a function of:


·
            The
      quality and quantity of available
data;


·
            The
      accuracy of various mandated economic assumptions;
  and


·
            The
      judgments of the person preparing the
estimates.





Our
proved reserve information included in this Annual Report is based on estimates
prepared by management of the Company and has not been prepared by an
independent petroleum engineer.  Because these estimates depend on
many assumptions, all of which may differ substantially from actual results,
reserve estimates may be different from the quantities of oil and natural gas
that are ultimately recovered.  We will make changes to depletion
rates and impairment calculations in the same period that changes in reserve
estimates are made.





All
capitalized costs of oil and gas properties, including estimated future costs to
develop proved reserves and estimated future costs of site restoration, are
amortized on the unit-of-production method using our estimate of proved
reserves.  Investments in unproved properties and major development
projects are not amortized until proved reserves associated with the projects
can be determined.





IMPAIRMENT
OF OIL AND NATURAL GAS PROPERTIES – We review the value of our oil and natural
gas properties whenever management judges that events and circumstances indicate
that the recorded carrying value of properties may not be
recoverable.  We provide for impairments on undeveloped property when
we determine that the property will not be developed or a permanent impairment
in value has occurred.  Under the full cost method the net book value
of oil and natural gas properties, less related deferred income taxes, may not
exceed the estimated after-tax future net revenues from proved oil and natural
gas properties, discounted at 10% (the “Ceiling Limitation”).  In
arriving at estimated future net revenues, estimated lease operating expenses,
development costs, and certain production-related taxes are
deducted.  In calculating future net revenues, prices and costs in
effect at the time of the calculation are held constant indefinitely, except for
changes that are fixed and determinable by existing contracts.  The
net book value is compared to the ceiling limitation on a quarterly and yearly
basis.  The excess, if any, of the net book value above the ceiling
limitation is charged to expense in the period in which it occurs and is not
subsequently reinstated.




20





OFF-BALANCE
SHEET ARRANGEMENTS





We do not
have any material off-balance sheet arrangements.





TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS





None.





ITEM
      7A:
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.




21




ITEM
      8:
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





The
Financial Statements of North American Energy Resources, Inc. together with the
report thereon of Moore & Associates, Chartered for the years ended April
30, 2009 and 2008 and the period from inception (August 18, 2006) through April
30, 2009, is set forth as follows:





INDEX
TO FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm:Moore
      & Associates, Chartered
                
                22Balance
      Sheet
                
                23Statements
      of Operations
                
                24Statements
      of Stockholders’ Deficit
                
                25Statements of Cash Flows
                
                26-27Notes
      to Financial Statements
                
                28-43




22




MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB REGISTERED





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


North
American Energy Resources, Inc.


(An
Exploration Stage Company)





We have
audited the accompanying balance sheets of North American Energy Resources, Inc.
(An Exploration Stage Company) as of April 30, 2009 and April 30, 2008, and the
related statements of operations, stockholders’ equity (deficit) and cash flows
for the years ended April 30, 2009 and April 30, 2008 and since inception on
August 18, 2006 through April 30, 2009. These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of North American Energy Resources,
Inc. (An Exploration Stage Company) as of April 30, 2009 and April 30, 2008, and
the related statements of operations, stockholders’ equity (deficit) and cash
flows for the years ended April 30, 2009 and April 30, 2008 and since inception
on August 18, 2006 through April 30, 2009, in conformity with accounting
principles generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 9 to the
financial statements, the Company has had losses due to the declining market of
oil and gas, which raises substantial doubt about its ability to continue as a
going concern.  Management’s plans concerning these matters are also
described in Note 9.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
Moore & Associates, Chartered





Moore
& Associates Chartered


Las
Vegas, Nevada


August 5,
2009





6490 West Desert Inn Rd,,
Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501




23




NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Balance
Sheets


April
30, 2009 and 2008





2009
                          
                          
                          2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                          
                          $
                          27,966
                          
                          
                          $
                          185,023Accounts
      receivable
                          
                          
                          20,826
                          
                          
                          
                          56,745Due
      from related party
                          
                          
                          19,993
                          
                          
                          
                          -Prepaid
      expenses
                          
                          
                          84,933
                          
                          
                          
                          -Total
      current assets
                          
                          
                          153,718
                          
                          
                          
                          241,768Properties
      and equipment, at cost:Proved
      oil and natural gas properties and equipment using full cost
      accounting
                          
                          
                          47,394
                          
                          
                          
                          424,852Pipeline
                          
                          
                          144,575
                          
                          
                          
                          107,500191,969
                          
                          
                          
                          532,352Accumulated
      depreciation and amortization
                          
                          
                          (15,143
                          )
                          
                          
                          (9,344
                          )Total
      properties and equipment
                          
                          
                          176,826
                          
                          
                          
                          523,008Note
      receivable
                          
                          
                          -
                          
                          
                          
                          76,000Total
      assets
                          
                          $
                          330,544
                          
                          
                          $
                          840,776LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payableTrade
                          
                          $
                          47,756
                          
                          
                          $
                          23,294Oil
      and gas proceeds due others
                          
                          
                          956
                          
                          
                          
                          571Due
      to shareholder
                          
                          
                          2,000
                          
                          
                          
                          501,000Advances
      received from joint interest participants
                          
                          
                          30,000
                          
                          
                          
                          189,471Accrued
      expenses
                          
                          
                          -
                          
                          
                          
                          1,374Convertible
      notes payable
                          
                          
                          -
                          
                          
                          
                          35,250Total
      current liabilities
                          
                          
                          80,712
                          
                          
                          
                          750,960Long-term
      debt
                          
                          
                          402,500
                          
                          
                          
                          -Total
      liabilities
                          
                          
                          483,212
                          
                          
                          
                          750,960Commitments
      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; 14,035,539 and
      12,427,619 shares issued and outstanding at April 30, 2009 and 2008,
      respectively
                          
                          
                          14,036
                          
                          
                          
                          12,428Additional
      paid in capital
                          
                          
                          960,948
                          
                          
                          
                          107,572Deficit
      accumulated during the exploration stage
                          
                          
                          (1,127,652
                          )
                          
                          
                          (30,184
                          )Total
      stockholders' equity (deficit)
                          
                          
                          (152,668
                          )
                          
                          
                          89,816Total
      liabilities and stockholders' equity (deficit)
                          
                          $
                          330,544
                          
                          
                          $
                          840,776





See
accompanying notes to financial statements





24





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Operations


For
the years ended April 30, 2009 and April 30, 2008  and the
period


from
inception (August 18, 2006) through April 30, 2009





Inception(August
      18, 2006)throughApril
      30,2009
                          
                          
                          2008
                          
                          
                          2009Oil
      and natural gas sales
                          
                          $
                          6,560
                          
                          
                          $
                          6,374
                          
                          
                          $
                          24,672Pipeline
      fees
                          
                          
                          2,450
                          
                          
                          
                          -
                          
                          
                          
                          2,450Total
      revenues
                          
                          
                          9,010
                          
                          
                          
                          6,374
                          
                          
                          
                          27,122Costs
      and expensesOil
      and natural gas production taxes
                          
                          
                          472
                          
                          
                          
                          459
                          
                          
                          
                          1,777Oil
      and natural gas production expenses
                          
                          
                          36,882
                          
                          
                          
                          23,610
                          
                          
                          
                          75,723Depreciation
      and amortization
                          
                          
                          5,799
                          
                          
                          
                          1,069
                          
                          
                          
                          7,643Non-cash
      compensation
                          
                          
                          388,258
                          
                          
                          
                          -
                          
                          
                          
                          388,258Asset
      impairment
                          
                          
                          417,840
                          
                          
                          
                          -
                          
                          
                          
                          417,840General
      and administrative expense, net of operator's overhead
fees
                          
                          
                          257,056
                          
                          
                          
                          4,722
                          
                          
                          
                          262,0431,106,307
                          
                          
                          
                          29,860
                          
                          
                          
                          1,153,284Loss
      from operations
                          
                          
                          (1,097,297
                          )
                          
                          
                          (23,486
                          )
                          
                          
                          (1,126,162
                          )Other
      income (expense):Other
      income
                          
                          
                          266
                          
                          
                          
                          54
                          
                          
                          
                          320Interest
      expense
                          
                          
                          (437
                          )
                          
                          
                          (1,373
                          )
                          
                          
                          (1,810
                          )Total
      other income (expense)
                          
                          
                          (171
                          )
                          
                          
                          (1,319
                          )
                          
                          
                          (1,490
                          )Loss
      before income taxes
                          
                          
                          (1,097,468
                          )
                          
                          
                          (24,805
                          )
                          
                          
                          (1,127,652
                          )Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Net
      loss
                          
                          $
                          (1,097,468
                          )
                          
                          $
                          (24,805
                          )
                          
                          $
                          (1,127,652
                          )Net
      loss per common share, basic and diluted
                          
                          $
                          (0.08
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.08
                          )Weighted
      average common shares outstanding
                          
                          
                          13,815,339
                          
                          
                          
                          12,427,619
                          
                          
                          
                          13,724,043





25





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Stockholers Equity (Deficit)


For
the years ended April 30, 2009 and 2008 and the period


from
inception (August 18, 2006) through April 30, 2009





DeficitAdditional
                                            
                                            
                                            AccumulatedCommon
      stock
                                            
                                            
                                            Paid-in
                                            
                                            
                                            During
      theShares
                                            
                                            
                                            Amount
                                            
                                            
                                            Capital
                                            
                                            
                                            Exploration Stage
                                            
                                            
                                            TotalBALANCE
      August 18, 2006
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Common
      stock issued for cash
                                            
                                            
                                            2,071,684
                                            
                                            
                                            
                                            2,072
                                            
                                            
                                            
                                            17,928
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            20,000Common
      stock issued for net assets
                                            
                                            
                                            10,355,935
                                            
                                            
                                            
                                            10,356
                                            
                                            
                                            
                                            89,644
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            100,000Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (5,379
                                            )
                                            
                                            
                                            (5,379
                                            )BALANCE
      April 30, 2007
                                            
                                            
                                            12,427,619
                                            
                                            
                                            
                                            12,428
                                            
                                            
                                            
                                            107,572
                                            
                                            
                                            
                                            (5,379
                                            )
                                            
                                            
                                            114,621Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (24,805
                                            )
                                            
                                            
                                            (24,805
                                            )BALANCE
      April 30, 2008
                                            
                                            
                                            12,427,619
                                            
                                            
                                            
                                            12,428
                                            
                                            
                                            
                                            107,572
                                            
                                            
                                            
                                            (30,184
                                            )
                                            
                                            
                                            89,816Acquisition
      of North American Energy Resources, Inc.
                                            
                                            
                                            177,000
                                            
                                            
                                            
                                            177
                                            
                                            
                                            
                                            119,653
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            119,830Conversion
      of note payable and accrued interest for common stock
                                            
                                            
                                            1,242,762
                                            
                                            
                                            
                                            1,243
                                            
                                            
                                            
                                            34,287
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            35,530Common
      stock options granted
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            17,091
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            17,091Shareholder
      contribution
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            50,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            50,000Exercise
      common stock options
                                            
                                            
                                            25,158
                                            
                                            
                                            
                                            25
                                            
                                            
                                            
                                            176,408
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            176,433Common
      stock issued for consulting services
                                            
                                            
                                            3,000
                                            
                                            
                                            
                                            3
                                            
                                            
                                            
                                            310,497
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            310,500Common
      stock issued for Chief Executive Officer compensation
                                            
                                            
                                            160,000
                                            
                                            
                                            
                                            160
                                            
                                            
                                            
                                            145,440
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            145,600Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (1,097,468
                                            )
                                            
                                            
                                            (1,097,468
                                            )BALANCE
      April 30, 2009
                                            
                                            
                                            14,035,539
                                            
                                            
                                            $
                                            14,036
                                            
                                            
                                            $
                                            960,948
                                            
                                            
                                            $
                                            (1,127,652
                                            )
                                            
                                            $
                                            (152,668
                                            )





See
accompanying notes to financial statements.





26





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Cash Flows, Continued


For
the years ended April 30, 2009 and April 30, 2008 and the period


from
inception (August 18, 2006) through April 30, 2009





Inception(August
      18, 2006)throughApril
      30,2009
                              
                              
                              2008
                              
                              
                              2009Operating
      activitiesNet
      loss
                              
                              $
                              (1,097,468
                              )
                              
                              $
                              (24,805
                              )
                              
                              $
                              (1,127,652
                              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                              
                              
                              5,799
                              
                              
                              
                              1,069
                              
                              
                              
                              7,643Non-cash
      compensation
                              
                              
                              388,258
                              
                              
                              
                              -
                              
                              
                              
                              388,258Asset
      impairment
                              
                              
                              417,840
                              
                              
                              
                              -
                              
                              
                              
                              417,840Bad
      debt expense
                              
                              
                              76,000
                              
                              
                              
                              -
                              
                              
                              
                              76,000Accounts
      receivable
                              
                              
                              (1,397
                              )
                              
                              
                              (22,817
                              )
                              
                              
                              (58,142
                              )Accounts
      payable
                              
                              
                              125,645
                              
                              
                              
                              18,014
                              
                              
                              
                              148,939Accrued
      expenses
                              
                              
                              (1,094
                              )
                              
                              
                              1,374
                              
                              
                              
                              280Related
      party advances, net
                              
                              
                              (17,993
                              )
                              
                              
                              -
                              
                              
                              
                              (17,993
                              )Oil
      and gas proceeds due others
                              
                              
                              385
                              
                              
                              
                              480
                              
                              
                              
                              956Advances
      from joint interest owners
                              
                              
                              (159,471
                              )
                              
                              
                              165,278
                              
                              
                              
                              21,330Net
      cash used in operating activities
                              
                              
                              (263,496
                              )
                              
                              
                              138,593
                              
                              
                              
                              (142,541
                              )Investing
      activitiesPayments
      for oil and natural gas properties and equipment
                              
                              
                              (40,141
                              )
                              
                              
                              (37,085
                              )
                              
                              
                              (161,323
                              )Cash
      received in excess of cash paid to acquire North American Energy
      Resources, Inc.
                              
                              
                              119,830
                              
                              
                              
                              -
                              
                              
                              
                              119,830Proceeds
      from sale of oil and natural gas properties
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              7,500Payments
      for pipeline
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (7,500
                              )Net
      cash used in investing activities
                              
                              
                              79,689
                              
                              
                              
                              (37,085
                              )
                              
                              
                              (41,493
                              )Financing
      activitiesLoan
      proceeds
                              
                              
                              13,500
                              
                              
                              
                              35,250
                              
                              
                              
                              48,750Loans
      from shareholders
                              
                              
                              (36,750
                              )
                              
                              
                              47,500
                              
                              
                              
                              93,250Cash
      contributions from shareholders
                              
                              
                              50,000
                              
                              
                              
                              -
                              
                              
                              
                              50,000Sale
      of common stock
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              20,000Net
      cash provided by financing activities
                              
                              
                              26,750
                              
                              
                              
                              82,750
                              
                              
                              
                              212,000Net
      increase in cash and cash equivalents
                              
                              
                              (157,057
                              )
                              
                              
                              184,258
                              
                              
                              
                              27,966Cash and cash
      equivalents, beginning of period
                              
                              
                              185,023
                              
                              
                              
                              765
                              
                              
                              
                              -Cash and cash
      equivalents, end of period
                              
                              $
                              27,966
                              
                              
                              $
                              185,023
                              
                              
                              $
                              27,966





(Continued)





27





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Cash Flows, Continued


For
the years ended April 30, 2009 and April 30, 2008 and the period


from
inception (August 18, 2006) through April 30, 2009





Inception(August
      18, 2006)throughApril
      30,2009
                  
                  
                  2008
                  
                  
                  2009Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
                  
                  $
                  437
                  
                  
                  $
                  -
                  
                  
                  $
                  437Income
      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
                  )$
                  100,000Common
      stock issued for convertible note payable and accrued
    interest
                  
                  
                  35,530
                  
                  
                  
                  -
                  
                  
                  
                  35,530





See
accompanying notes to financial statements.





28





NORTH
AMERICAN ENERGY RESOURCES, INC.


(An
Exploration Stage Company)


Notes
to Financial Statements





NOTE
      1:
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Organization




The
financial statements include the accounts of North American Energy Resources
("NAEY") and its wholly owned subsidiary North American Exploration, Inc.
(“NAE”) (collectively the "Company").





NAEY was
originally organized in Nevada on August 22, 2006 with the name Mar Ked Mineral
Exploration, Inc. ("Mar Ked").  The Company changed its name from Mar
Ked to North American Energy Resources, Inc. on August 11, 2008.





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.





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.  Accordingly, the transaction was recorded for
accounting purposes as the acquisition of NAE by NAEY with NAE as the acquirer
(reverse acquisition).  The financial statements of the Company prior
to July 28, 2008 are those of NAE.  Formerly NAEY used a November 30
year-end.  As a result of the reverse acquisition, the Company will
utilize the April 30 year-end of NAE after April 30, 2008.





The SPA
provided that NAEY was to have $1,500,000 in cash and no liabilities at
closing.  At closing, 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
amount agreed.  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.





NAE was
organized in Nevada on August 18, 2006 as Signature Energy, Inc. and changed its
name to North American Exploration, Inc. on June 2, 2008.





Mar Ked
was originally formed to acquire and explore mineral claims, principally in the
Yukon Territory, Canada.  All activity relating to mining activity was
abandoned when NAE was acquired.




29




Business


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





Exploration
stage


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





Cash
and cash equivalents


The
Company considers all cash on hand; cash in banks and all highly liquid debt
instruments purchased with a maturity of three months or less to be cash and
cash equivalents.  At times cash and cash equivalent balances at a
limited number of banks and financial institutions may exceed insurable
amounts.  The Company believes it mitigates its risks by depositing
cash or investing in cash equivalents in major financial
institutions.





Revenue
recognition


The
Company predominately derives its revenue from the sale of produced crude oil
and natural gas.  Revenue is recorded in the month the product is
delivered to the purchaser.  At the end of each month, the Company
estimates the amount of production delivered to purchasers and the price it will
receive.  Variances between the Company’s estimated revenue and actual
payment are recorded in the month the payment is received, however, any
difference has been insignificant.





Property
and equipment


The
Company follows the full cost method of accounting for oil and natural gas
operations.  Under this method all productive and nonproductive costs
incurred in connection with the acquisition, exploration and development of oil
and natural gas reserves are capitalized.  No gains or losses are
recognized upon the sale or other disposition of oil and natural gas properties
except in transactions that would significantly alter the relationship between
capitalized costs and proved reserves.  The costs of unevaluated oil
and natural gas properties are excluded from the amortizable base until the time
that either proven reserves are found or it has determined that such properties
are impaired.  The Company had no capitalized costs related to
unevaluated properties at April 30, 2009 and 2008.  As properties are
evaluated, the related costs would be transferred to proven oil and natural gas
properties using full cost accounting.  All capitalized costs were
included in the amortization base as of April 30, 2009 and 2008.




30




Under the
full cost method the net book value of oil and natural gas properties, less
related deferred income taxes, may not exceed the estimated after-tax future net
revenues from proved oil and natural gas properties, discounted at 10% (the
“Ceiling Limitation”).  In arriving at estimated future net revenues,
estimated lease operating expenses, development costs, and certain
production-related taxes are deducted.  In calculating future net
revenues, prices and costs in effect at the time of the calculation are held
constant indefinitely, except for changes that are fixed and determinable by
existing contracts.  The net book value is compared to the ceiling
limitation on a quarterly and yearly basis.  The excess, if any, of
the net book value above the ceiling limitation is charged to expense in the
period in which it occurs and is not subsequently reinstated.  Reserve
estimates used in determining estimated future net revenues have been prepared
by the Company with the assistance of a consultant.  The Company
recorded an impairment of $417,840 in 2009 and none in 2008.





Other
property and equipment consists principally of the Company’s interest in a
pipeline.  Other property and equipment and related accumulated
amortization and depreciation are relieved upon retirement or sale and the gain
or loss is included in operations.  Renewals and replacements that
extend the useful life of property and equipment are treated as capital
additions.  Accumulated depreciation of other property and equipment
at April 30, 2009 and 2008 is $6,128 and $716, respectively.





In
accordance with the impairment provisions of Statement of Financial Accounting
Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets,” the Company assesses the recoverability of the carrying
value of its non-oil and gas long-lived assets when events occur that indicate
an impairment in value may exist.  An impairment loss is indicated if
the sum of the expected undiscounted future net cash flows is less than the
carrying amount of the assets.  If this occurs, an impairment loss is
recognized for the amount by which the carrying amount of the assets exceeds the
estimated fair value of the asset.





Depreciation
and amortization


All
capitalized costs of oil and natural gas properties and equipment, including the
estimated future costs to develop proved reserves, are amortized using the
unit-of-production method based on total proved
reserves.  Depreciation of other equipment is computed on the
straight-line method over the estimated useful lives of the assets, which range
from three to twenty-five years.





Natural
gas sales and gas imbalances


The
Company follows the entitlement method of accounting for natural gas sales,
recognizing as revenues only its net interest share of all production
sold.  Any amount attributable to the sale of production in excess of
or less than the Company’s net interest is recorded as a gas balancing asset or
liability.  At April 30, 2009 and 2008, there were no natural gas
imbalances.





Credit
and market risk


The
Company sells oil and natural gas to one customer and participates with other
parties in the drilling, completion and operation of oil and natural gas
wells.  Join interest and oil and natural gas sales receivables
related to these operations are generally unsecured.  The Company
provides an allowance for doubtful accounts for certain joint interest owners’
receivable balances when the Company believes the recoverable balance may not be
collected.  The Company has the right of offset of the joint interest
owners’ share of natural gas production against amounts owed by the joint
interest owners.  Accounts receivable are presented net of the related
allowance for doubtful accounts.




31




In 2009
and 2008, the Company had cash deposits in certain banks that at times exceeded
the maximum insured by the Federal Deposit Insurance Corporation.  The
Company monitors the financial condition of the banks and has experienced no
losses on these accounts.





General
and administrative expense


The
Company receives fees for the operation of jointly owned oil and natural gas
properties and records such reimbursements as reductions of general and
administrative expense.  Such fees totaled approximately $12,300 and
$9,600 in 2009 and 2008, respectively.





Oil
and natural gas reserve estimates


The
Company prepared its oil and natural gas reserves with the assistance of a
consultant.  Proved reserves, estimated future net revenues and the
present value of our reserves are estimated based upon a combination of
historical data and estimates of future activity.  Consistent with SEC
requirements, we have based our present value of proved reserves on spot prices
on the date of the estimate.  The reserve estimates are used in
calculating depletion, depreciation and amortization and in the assessment of
the Company’s Ceiling Limitation.  Significant assumptions are
required in the valuation of proved oil and natural gas reserves which, as
described herein, may affect the amount at which oil and natural gas properties
are recorded.  Actual results could differ materially from these
estimates.





Income
taxes


Provisions
for income taxes are based on taxes payable or refundable for the current year
and deferred taxes.  Deferred taxes are provided on differences
between the tax bases of assets and liabilities and their reported amounts in
the financial statements, and tax carry forwards.  Deferred tax assets
and liabilities are included in the financial statements at currently enacted
income tax rates applicable to the period in which the deferred tax assets and
liabilities are expected to be realized or settled.  As changes in tax
laws or rates are enacted, deferred tax assets and liabilities are adjusted
through the provision for income taxes.




Earnings
(loss) per common share


Earnings
(loss) per common share are calculated under the provisions of SFAS No.
128,“Earnings per
Share” (“SFAS No. 128”), which established new standards for computing and
presenting earnings per share. SFAS No. 128 requires the Company to report both
basic earnings per share, which is based on the weighted-average number of
common shares outstanding, and diluted earnings per share, which is based on the
weighted-average number of common shares outstanding plus all potential dilutive
shares outstanding.  At April 30, 2009 and 2008, there were no
potentially dilutive common stock equivalents.  Accordingly, basic and
diluted earnings (loss) per share are the same for each of the periods
presented.




32




Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.




Fair
value of financial instruments


Financial
instruments consist of accounts payable, accrued expenses and short-term
borrowings. The carrying amount of these financial instruments approximates fair
value due to their short-term nature or the current rates at which the Company
could borrow funds with similar remaining maturities.





Stock
option plans


In
      December 2004, the FASB issued SFAS 123(R), "Share-Based Payment," ("SFAS
      123(R)") which requires that the compensation cost relating to share-based
      payment transactions (including the cost of all employee stock options) be
      recognized in the financial statements.  That cost will be
      measured based on the estimated fair value of the equity or liability
      instruments issued.  SFAS 123(R) covers a wide range of
      share-based compensation arrangements including share options, restricted
      share plans, performance-based awards, share appreciation rights, and
      employee share purchase plans.  SFAS 123(R) replaces SFAS 123,
      "Accounting for Stock-Based Compensation," and supersedes APB 25,
      "Accounting for Stock Issued to
Employees."





The
      Black-Scholes option valuation model was developed for use in estimating
      the fair value of traded options that have no vesting restrictions and are
      fully transferable.  In addition, option valuation models
      require the input of highly subjective assumptions including the expected
      stock price volatility.  Because the Company's options have
      characteristics significantly different from those of traded options, and
      because changes in the subjective input assumptions can materially affect
      the fair value estimate, in management's opinion, the existing models may
      not necessarily provide a reliable single measure of the fair value of its
      options.  However, the Black-Scholes option valuation model
      provides the best estimate for this
purpose.





Contingencies


Certain
conditions may exist as of the date financial statements are issued, which may
result in a loss to the Company, but which will only be resolved when one or
more future events occur or fail to occur.  Company management and its
legal counsel assess such contingencies related to legal proceeding that are
pending against the Company or unasserted claims that may result in such
proceedings, the Company’s legal counsel evaluates the perceived merits of any
legal proceedings or unasserted claims as well as the perceived merits of the
amount of relief sought or expected to be sought therein.  If the
assessment of a contingency indicates that it is probable that a liability has
been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s financial
statements.  If the assessment indicates that a potential material
loss contingency is not probable but is reasonably possible, or if probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable would be
disclosed.




33




Asset
retirement obligations


SFAS No.
143, “Accounting for Asset Retirement Obligations,” addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs and amends
FASB Statement No. 19, “Financial Accounting and Reporting by Oil and Gas
Producing Companies.”  SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made, and
that the associated retirement costs be capitalized as part of the carrying
amount of the long-lived asset.  The Company determines its asset
retirement obligation by calculating the present value of the estimated cash
flows related to the liability.  Periodic accretion of the discount of
the estimated liability would be recorded in the statement of
operations.  At April 30, 2009 and 2008, the Company has estimated
that its share of the salvage value of lease equipment would exceed its share of
the cost of plugging and abandoning its producing properties.





Recent
accounting pronouncements


There are
several new accounting pronouncements issued by the Financial Accounting
Standards Board (“FASB”) which are not yet effective.  Each of these
pronouncements, as applicable, has been or will be adopted by the
Company.  Management does not believe any of these accounting
pronouncements has had or will have a material impact on the Company’s financial
position or operating results.





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





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





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




34




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





In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial  Assets and  Extinguishments of
Liabilities,” and  FASB  Interpretation 46 (revised December 2003),
“Consolidation of  Variable  Interest Entities − an
interpretation of ARB  No. 51,” as well as other
modifications.  While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements.  The changes would be effective May 1,
2010, on a prospective basis.





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities," (“FSP EITF 03-6-1”). FSP
EITF 03-6-1 addresses whether instruments granted in share-based payment
transactions are participating securities prior to vesting, and therefore need
to be included in the computation of earnings per share under the two-class
method as described in FASB Statement of Financial Accounting Standards
No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning on or after December 15, 2008
and earlier adoption is prohibited. We are not required to adopt FSP EITF
03-6-1; nor do we believe that FSP EITF 03-6-1 would have a material effect on
our consolidated financial positionand results of
operations if adopted.





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





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




35




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





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), "Share-Based Payment."  In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At the
time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise patterns
by industry and/or other categories of companies) would, over time, become
readily available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December 31,
2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company adopted SAB 110 for fiscal year 2009. It had no impact on the Company’s
consolidated financial position, results of operations or cash
flows.





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




36




In
December 2007, the FASB, issued FAS No. 141 (revised 2007), "Business
Combinations."  This Statement replaces FASB Statement No. 141,
"Business Combinations," but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, "Noncontrolling Interests in
Consolidated Financial Statements."  The Company adopted this
statement beginning February 1, 2009. It did not have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.





In
February 2007, the FASB, issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115."  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 "Accounting for Certain Investments in Debt and
Equity Securities" applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 "Fair Value Measurements."  The Company
adopted SFAS No. 159 beginning May 1, 2008 and it had no impact on its
consolidated financial statements.




37




NOTE
      2:
              ACCOUNTS
      AND NOTE RECEIVABLE





Accounts
receivable at April 30, 2009 and 2008 include the following:




2009
                        
                        
                        2008Natural
      gas sales, net
                        
                        $
                        -
                        
                        
                        $
                        2,857Joint
      interest operations, net
                        
                        
                        20,826
                        
                        
                        
                        51,019Other,
      net
                        
                        
                        -
                        
                        
                        
                        2,869$
                        20,826
                        
                        
                        $
                        56,745





Effective
July 3, 2008, the Company acquired an interest in certain oil and gas properties
for which approximately $31,402 at April 30, 2008, in joint interest operations
receivables was the consideration.





The
Company had a note receivable with a balance of $76,000 at April 30, 2008, which
was accruing interest at its default rate of 12%.  During 2009, the
Company recorded $76,000 in bad debt expense and fully reserved the note
receivable.





NOTE
      3:
            RELATED
      PARTY TRANSACTIONS





The
Company has non-interest bearing obligations to its shareholders at April 30,
2009 and 2008, as follows:





2009
                    
                    
                    2008Assets
      acquired from shareholders
                    
                    $
                    371,000
                    
                    
                    $
                    371,000Cash
      received
                    
                    
                    130,000
                    
                    
                    
                    130,000Cash
      repayment
                    
                    
                    (110,000
                    )
                    
                    
                    -Converted
      to note payable
                    
                    
                    (389,000
                    )
                    
                    
                    -$
                    2,000
                    
                    
                    $
                    501,000




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





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





The
Company sells its gas pursuant to a contract with a gathering system principally
owned by a related party.  The Company receives a price equal to 70%
of the posted price.  The related party retains the other 30% of the
posted price for gathering fees and marketing fees.  At April 30,
2009, the gathering system was shut-in due to low gas prices.




38




At April
30, 2009, the Company had advanced $19,993 to one shareholder consultant and owe
the President of NAE $2,000 in accrued compensation.





In April
2009, the Company issued 160,000 shares of its common stock valued at $145,600
to its Chief Executive Officer for compensation for the period from August 1,
2008 through July 31, 2010.  Of this amount, $84,933 is included in
prepaid expenses and $60,667 is included in non-cash compensation
expense.





NOTE
      4:
            CONVERTIBLE
      NOTES PAYABLE





At June
30, 2008, the Company had a convertible line-of-credit with a balance of $35,250
with interest at 8% which was due in August 2008.  In July 2008, the
Company exchanged 1,242,762 shares of its common stock for the convertible note
payable with a principal balance of $35,250 and the related accrued interest of
$280.





NOTE
      5:
            LONG-TERM
      DEBT




Long-term
debt consists of the following at April 30, 2009 (none at April 30,
2008).





2009Convertible
      note payable due April 27, 2011 to a company with interest at 12% per
      annum; convertible into the Company's common stock at the rate of $1.00
      per share
                    
                    $
                    13,500Convertible
      note payable due May 1, 2010 to a shareholder with interest at 12% per
      annum; convertible into the Company's common stock at the rate of $1.50
      per share
                    
                    
                    389,000Long-term
      debt
                    
                    $
                    402,500





The
$389,000 convertible note payable to a shareholder consists of all non-interest
bearing advances to this shareholder at April 30, 2009.





NOTE
      6:
            STOCKHOLDER’S
      EQUITY





PREFERRED
STOCK





The
Company has 100,000,000 shares of $0.001 par value preferred stock authorized
and no shares issued or outstanding at April 30, 2009.




39




COMMON
STOCK





The
Company has 100,000,000 shares of its $0.001 par value common stock
authorized.  At April 30, 2009 and 2008 the Company had 14,035,539 and
12,427,619 shares issued and outstanding, respectively.





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.





A summary
of stock option activity during the year ended April 30, 2009 (none in 2008)
follows.


40





Weightedaverage
                            
                            
                            Initialexercise
                            
                            
                            intrinsicShares
                            
                            
                            price
                            
                            
                            valueOutstanding,
      beginning of year
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Granted
                            
                            
                            1,586,167
                            
                            
                            $
                            0.32
                            
                            
                            $
                            205,096Exercised
                            
                            
                            (1,257,667
                            )
                            
                            $
                            0.14
                            
                            
                            
                            (17,091
                            )Forfeited/cancelled
                            
                            
                            (328,500
                            )
                            
                            $
                            0.97
                            
                            
                            
                            (188,005
                            )Outstanding,
      end of year
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            $
                            -Plan
      shares available for grant
                            
                            
                            1,242,333





The fair
value of each option on the date of grant is estimated using the Black Scholes
option valuation model.  The following weighted-average assumptions
were used for options granted during the year ended April 30, 2009.





2009Expected
      term
                3
      yearsExpected
      average volatility
                126.39%Expected
      dividend yield
                0%Risk-free
      interest rate
                3.50%Expected
      annual forfeiture rate
                0%





NOTE
7:        INCOME TAXES





The
Company has not provided a deferred tax benefit or expense for the years ended
April 30, 2009 and 2008, as all net deferred tax assets have a full valuation
allowance.





Actual
income tax benefit applicable to net loss before income taxes is reconciled with
the “normally expected” federal income tax as follows:





2009
                  
                  
                  2008"Normally
      expected" income tax benefit
                  
                  $
                  (373,200
                  )
                  
                  $
                  (8,400
                  )State
      income taxes net of federal income tax benefit
                  
                  
                  (43,900
                  )
                  
                  
                  (1,000
                  )Other
                  
                  
                  -
                  
                  
                  
                  (100
                  )Valuation
      allowance
                  
                  
                  417,100
                  
                  
                  
                  9,500Total
                  
                  $
                  -
                  
                  
                  $
                  -


41





The
Company’s income tax provision was computed based on the federal statutory rate
and the average state rate, net of the related federal
benefit.  Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes.  Significant components of the Company’s deferred tax assets
and liabilities are as follows:





2009
                  
                  
                  2008Net
      operating loss carryforward
                  
                  $
                  271,200
                  
                  
                  $
                  12,900Depreciable/depletable
      property, plant and equipment
                  
                  
                  157,500
                  
                  
                  
                  (1,300
                  )Valuation
      allowance
                  
                  
                  (428,700
                  )
                  
                  
                  (11,600
                  )Total
                  
                  $
                  -
                  
                  
                  $
                  -





At April
30, 2009, the Company has a net operating loss carryforward in the amount of
approximately $713,000, which expires between 2027 and 2029.





NOTE
8:         COMMITMENTS AND
CONTINGENCIES





The Chief
Executive Officer currently provides the corporate office for the Company at no
charge.





NOTE
9:         GOING
CONCERN





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





At April
30, 2009 and 2008 the Company had working capital of $73,006 and negative
working capital of $509,192, respectively, which includes $2,000 and $501,000 in
non-interest bearing loans from shareholders.  At April 30, 2009,
$389,000 in non-interest bearing loans from shareholders were converted into an
interest bearing convertible note payable due May 1, 2010.  The
Company expects to raise some capital with private placements of common stock
and borrow funds as necessary to implement its business plan.





In
addition, the Company expects to sell the majority of its interest in its
existing developmental drilling prospects on a 1/3 for 1/4 basis and be carried
to the tanks, thus having limited additional up-front capital costs on existing
properties.  This method of operations allows the company to
participate in a larger number of prospects with a relatively low capital
outlay.





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


42





NOTE
10:      SUBSEQUENT EVENTS





On May 1,
2009, the Company exchanged a 12% convertible note payable due May 1, 2010 for
non-interest bearing advances from a shareholder in the amount of
$389,000.





NOTE
11: SUPPLEMENTARY
OIL AND GAS RESERVE INFORMATION (UNAUDITED)





The
Company has interest in oil and natural gas properties that are all located in
Washington County, Oklahoma at April 30, 2009.





The
Company prepared its own year-end estimates of future net recoverable oil and
natural gas reserves.  Estimated proved net recoverable reserves as
shown below include only those quantities that can be expected to be
commercially recoverable at prices and costs in effect at the balance sheet
dates existing under existing regulatory practices and with conventional
equipment and operating methods.





Proved
developed reserves represent only those reserves expected to be recovered
through existing wells.  Proved undeveloped reserves would include
those reserves expected to be recovered from new wells on un-drilled acreage or
from existing wells on which a relatively major expenditure is required for
re-completion.





Capitalized
costs relating to oil and natural gas producing activities and related
accumulated depreciation and amortization at April 30, 2009 and 2008 are
summarized as follows:





2009
                    
                    
                    2008Proved
      oil and natural gas properties under full cost
                    
                    $
                    47,394
                    
                    
                    $
                    424,852Accumulated
      depreciation and amortization
                    
                    
                    (9,015
                    )
                    
                    
                    (8,628
                    )$
                    38,379
                    
                    
                    $
                    416,224




Costs
incurred in oil and natural gas producing activities for the year ended April
30, 2009 and 2008 are summarized as follows:


2009
                    
                    
                    2008Acquisition
      of proved properties
                    
                    $
                    37,316
                    
                    
                    $
                    -Development
      costs (1)
                    
                    
                    3,066
                    
                    
                    
                    37,084$
                    40,382
                    
                    
                    $
                    37,084Amortization
      rate per equivalent BOE
                    
                    $
                    5.27
                    
                    
                    $
                    1.56


43





(1)
            Development
      costs in 2008 are principally the costs of drilling and completing a salt
      water disposal well.





Net
quantities of proved and proved developed reserves of oil and natural gas are
summarized as follows:





Oil
      (BBLs)
                    
                    
                    Gas
      (MCF)Balance,
      April 30, 2007
                    
                    
                    -
                    
                    
                    
                    1,527,956Extensions
      and discoveries
                    
                    
                    -
                    
                    
                    
                    77,296Production
                    
                    
                    -
                    
                    
                    
                    (1,357
                    )Balance,
      April 30, 2008
                    
                    
                    -
                    
                    
                    
                    1,603,895Extensions
      and discoveries
                    
                    
                    7,334
                    
                    
                    
                    -Revisions
      of estimates
                    
                    
                    -
                    
                    
                    
                    (1,602,680
                    )Production
                    
                    
                    (46
                    )
                    
                    
                    (1,215
                    )Balance,
      April 30, 2009
                    
                    
                    7,288
                    
                    
                    
                    -





The
following is a summary of a standardized measure of discounted net cash flows
related to the Company’s proved oil and natural gas reserves.  For
these calculations, estimated future cash flows from estimated future production
of proved reserves were computed using oil and natural gas spot prices as of the
end of the period presented.  Future development and production costs
attributable to the proved reserves were estimated assuming that existing
conditions would continue over the economic lives of the individual leases and
costs were not escalated for the future.  Estimated future income tax
expenses were calculated by applying future statutory tax rates (based on the
current tax law adjusted for permanent differences and tax credits) to the
estimated future pretax net cash flows related to proved oil and natural gas
reserves, less the tax basis of the properties involved.





The
Company cautions against using this data to determine the fair value of its oil
and natural gas properties.  To obtain the best estimate of the fair
value of the oil and natural gas properties, forecasts of future economic
conditions, varying discount rates, and consideration of other than proved
reserves would have to be incorporated into the calculation.  In
addition, there are significant uncertainties inherent in estimating quantities
of proved reserves and in projection rates of production that impair the
usefulness of the data.





At April
30, 2009, the Company calculated a Ceiling Limitation for its reserves and as a
result of the low gas prices in effect at April 30, 2009, all of the Company's
natural gas reserves were determined to not be
commercial.  Accordingly, a Ceiling Limitation adjustment in the
amount of $417,840 was recorded at April 30, 2009.





The
standardized measure of discounted future net cash flows relating to proved oil
and natural gas reserves at April 30, 2009 and 2008 are summarized as
follows:


44





2009
                    
                    
                    2008Future
      cash inflows
                    
                    $
                    207,103
                    
                    
                    $
                    9,235,663Future
      production costs
                    
                    
                    (126,000
                    )
                    
                    
                    (2,489,998
                    )Future
      income tax expenses
                    
                    
                    -
                    
                    
                    
                    (2,293,526
                    )Future
      net cash flows
                    
                    
                    81,103
                    
                    
                    
                    4,452,13910%
      annual discount for estimated timing of cash flows
                    
                    
                    (42,724
                    )
                    
                    
                    (2,529,061
                    )Standardized
      measure of discounted future net cash flows
                    
                    $
                    38,379
                    
                    
                    $
                    1,923,078





The
following are the principal sources of changes in the standardized measure of
discounted future net cash flows of the Company for the years ended April 30,
2009 and 2008:





2009
                    
                    
                    2008Standardized
      measure of discounted future net cash flows at beginning of
      period
                    
                    $
                    1,923,078
                    
                    
                    $
                    1,279,673Changes
      during the period:Sales
      of natural gas produced, net of production costs
                    
                    
                    30,795
                    
                    
                    
                    17,695Net
      changes in prices and production costs
                    
                    
                    (1,951,810
                    )
                    
                    
                    516,232Development
      costs incurred and revisions
                    
                    
                    4,966
                    
                    
                    
                    77,296Purchase
      of reserves in place
                    
                    
                    37,316
                    
                    
                    
                    -Revision
      of previous quantity estimates
                    
                    
                    (5,966
                    )
                    
                    
                    32,182Net
      change
                    
                    
                    (1,884,699
                    )
                    
                    
                    643,405Standardized
      measure of discounted future net cash flows at end of
    period
                    
                    $
                    38,379
                    
                    
                    $
                    1,923,078





Prices
used in computing these calculations of future production of proved reserves
were $37.80 per BBL of oil and $1.90 per thousand cubic feet (MCF) of natural
gas at April 30, 2009 and $6.205 per thousand cubic feet (MCF) of natural gas at
April 30, 2008.


45


ITEM
      9:
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




Not
applicable.





ITEM 9AT:
            CONTROLS
      AND PROCEDURES




(a)
Evaluation of Disclosure Controls and Procedures





Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports that are filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in the reports that are filed under the Exchange Act is
accumulated and communicated to management, including the principal executive
officer, as appropriate to allow timely decisions regarding required
disclosure.  Under the supervision of and with the participation of
management, including the principal executive officer, the Company has evaluated
the effectiveness of the design and operation of its disclosure controls and
procedures as of April 30, 2009, and, based on its evaluation, our principal
executive officer has concluded that these controls and procedures are
effective.





(b)  Changes
in Disclosure Controls and Internal Controls





There
were no changes in our disclosure controls and internal control over financial
reporting during the quarter ended April 30, 2009 that materially affected, or
are reasonably likely to materially affect, our disclosure controls and our
internal control over financial reporting.





(c)
Management’s Annual Report on Internal Control Over Financial
Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting.  As
defined by the SEC, internal control over financial reporting is defined in Rule
13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed
by, or under the supervision of, the Company’s principal executive and principal
financial officers and effected by the Company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.  The Company’s internal control over financial reporting
is supported by written policies and procedures that:  (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the Company’s assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the Company are
being made only in accordance with authorizations of the Company’s management
and directors; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial
statements.


46





The
Company’s internal control system was designed to provide reasonable assurance
to the Company’s management and board of directors regarding the preparation and
fair presentation of published financial statements.  All internal
control systems, no matter how well designed, have inherent limitations which
may not prevent or detect misstatements.  Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and
presentation.  Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management
conducted an evaluation of the effectiveness of the Company’s internal control
over financial reporting as of April 30, 2009.  In making this
assessment, management used the framework set forth in the report entitled
“Internal Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO.  The COSO framework
summarizes each of the components of a company’s internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v)
monitoring.  Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was not effective as of
April 30, 2009, due primarily to a lack of segregation of duties.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permits us to provide only management’s report in
this annual report.





ITEM 9B:
            OTHER
      INFORMATION





Pursuant
to General Instruction B of Form 8-K, any reports previously or in the future
submitted under Item 2.02 (Results of Operations and Financial Condition) are
not deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 and the Company is not subject to the liabilities of that
section, unless the Company specifically states that the information is to be
considered “filed” under the Exchange Act or incorporates it by reference into a
filing under the Securities Act or Exchange Act.  If a report on Form
8-K contains disclosures under Item 2.02, whether or not the report contains
disclosures regarding other items, all exhibits to such report relating to Item
2.02 will be deemed furnished, and not filed, unless the registrant specifies,
under Item 9.01 (Financial Statements and Exhibits), which exhibits, or portions
of exhibits, are intended to be deemed filed rather than furnished pursuant to
this instruction.  The Company is not incorporating, and will not
incorporate, by reference these reports into a filing under the Securities Act
of 1933, as amended, or the Exchange Act of 1934, as amended.





At April
30, 2009, the Company calculated a Ceiling Limitation for its reserves and as a
result of the low gas prices in effect at April 30, 2009, all of the Company's
natural gas reserves were determined to not be
commercial.  Accordingly, a Ceiling Limitation adjustment in the
amount of $417,840 was recorded at April 30, 2009.


47


PART
III




ITEM
      10:
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




Executive
Officers and Directors




The
following section sets forth the names, ages and current positions with the
Company held by the Directors, Executive Officers and Significant Employees;
together with the year such positions were assumed.  We are not aware
of any arrangement or understanding between any Director or Executive Officer
and any other person pursuant to which he was elected to his current position.
Each Executive Officer will serve until he or she resigns or is removed or
otherwise disqualified to serve, or until his or her successor is elected and
qualified.





Each
Director will serve until he or she resigns or is removed or otherwise
disqualified to serve or until his or her successor is elected.  The
Company currently has one Director.  The Board of Directors does not
expect to appoint additional Directors at this time.





DATE
      FIRSTNAME
                            
                            AGE
                            
                            POSITION
                            
                            ELECTED/APPOINTEDRoss
      E. Silvey
                            
                            80
                            
                            President,
                            
                            June
      24, 2008Chief
      Executive Officer,Chief
      Financial Officerand
      Director





ROSS E.
SILVEY has owned and operated franchised automobile businesses, finance
companies and insurance companies for over thirty years.  Dr. Silvey
has taught as an adjunct or full-time professor most of the courses in the upper
division and MBA programs at the University of Tulsa, Oral Roberts University,
Langston University and Southern Nazarene University.  His formal
education is an MBA from the Harvard Business School.  He has also
been awarded the Ph.D. degree from the Walden Institute of Advance
Studies.  Dr. Silvey is also a director of Global Beverage Solutions,
Inc. and Double Eagle Holdings, Ltd.





Audit
Committee





The Board
of Directors of the Company serves as the audit committee.





Compliance
with Section 16(a) Of the Exchange Act




Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
executive officers, directors and persons who own more than ten percent of the
Company’s common stock to file initial reports of ownership and changes in
ownership with the SEC. Additionally, SEC regulations require that the Company
identify any individuals for whom one of the referenced reports was not filed on
a timely basis during the most recent fiscal year or prior fiscal years. To the
Company’s knowledge, based solely on a review of reports furnished to it, all
required reports have been filed, although Dr. Silvey's Form 3 and Form 4 were
both filed late.


48




Code
of Ethics





The
Company has not yet adopted a code of ethics to apply to its principal executive
officer, principal financial officer, principal accounting officer and
controller, or persons performing similar functions.





NOMINATING
COMMITTEE





We do not
currently have a standing nominating committee, or a committee performing
similar functions.  The full Board of Directors currently serves this
function.





ITEM 11:
            EXECUTIVE
      COMPENSATION




The
Compensation Committee of the Board of Directors deliberates executive
compensation matters to the extent they are not delegated to the Chief Executive
Officer.




a.
            Summary
      Compensation Table




The
following table shows the compensation of the Company’s Chief Executive Officer
and each executive officer whose total cash compensation exceeded $100,000 for
the three years ended April 30, 2009 (no compensation was paid until
2009).





ANNUAL
COMPENSATION





StockName
      and Principal Position
                                      
                                      Year
                                      
                                      Salary
                                      
                                      
                                      Awards
                                      
                                      
                                      TotalRoss
      E. Silvey (CEO since
                                      
                                      2009
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      60,667
                                      
                                      
                                      $
                                      60,667June
      2008) (1)
                                      
                                      2008
                                      
                                      
                                      N/A
                                      
                                      
                                      
                                      N/A
                                      
                                      
                                      
                                      N/A2007
                                      
                                      
                                      N/A
                                      
                                      
                                      
                                      N/A
                                      
                                      
                                      
                                      N/AVladimir
      Fedyunin (CEO from
                                      
                                      2009
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -April
      2008 until June 2008)
                                      
                                      2008
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -2007
                                      
                                      
                                      N/A
                                      
                                      
                                      
                                      N/A
                                      
                                      
                                      
                                      N/AMaria
      Camila Maz (CEO from
                                      
                                      2009
                                      
                                      
                                      N/A
                                      
                                      
                                      
                                      N/A
                                      
                                      
                                      
                                      N/ANovember
      2007 until April 2008)
                                      
                                      2008
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -2007
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -





Narrative
disclosure to summary compensation table





Required
columns for bonus, option awards, non-entity incentive plan compensation, change
in pension value and nonqualified deferred compensation earnings and all other
compensation are omitted from the table above as the amounts are all
zero.


49





Compensation
levels and amounts are determined by the Board of Directors based on amounts
paid to executives in similar sized companies with similar
responsibilities.  Mr. Silvey was granted 160,000 shares of our
restricted common stock valued at $145,600 in exchange for his services for the
period July 1, 2008 through June 30, 2010.  The value of the amount
earned $60,667 is included in the 2009 period above and the remaining $84,933 is
included in prepaid expenses in the consolidated balance sheet.





EMPLOYMENT
AGREEMENTS





The
Company does not have any current employment agreements with its officer and
director. The Company intends to pay its Executives and Directors salaries,
wages, or fees commensurate with experience and industry standards in
relationship to the success of the company.





b.
            Grants
      of plan-based awards table





There
were no grants of plan-based awards during the year for the named
individual.





c.
            Outstanding
      equity awards at fiscal year-end
table





There
were no outstanding equity awards at fiscal year-end for the named
individual.





d.
              Option
      exercises and stock vested
table





There
were no option exercises during the year and no stock vested at fiscal year-end
for the named individual.





e.
            Pension
      benefits





There are
no pension plans.





f.
            Nonqualified
      defined contribution and other nonqualified deferred compensation
      plans





There are
no nonqualified defined contribution or other nonqualified deferred compensation
plans.





g.
            Potential
      payments upon termination or
changes-in-control





There are
no potential payments upon termination or changes-in-control for the named
individual.





h.
            Compensation
      of directors





Dr.
Silvey, the sole director, did not receive any compensation for his separate
role as a Director.





i.
            Compensation
      committee interlocks and insider
participation





The Board
of Directors currently serves as the compensation committee.


50





j.
            Compensation
      committee report





Based on
the Compensation Discussion and Analysis required by Item 402(b) between the
compensation committee and management, the compensation committee recommended to
the Board of Directors that the Compensation Discussion and Analysis be included
in the 10-K.





ITEM
      12:
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS




(a)
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS





The table
below lists the beneficial ownership of the Company’s voting securities by each
person known to be the beneficial owner of more than 5% of such
securities.  As of June 30, 2009, there were 15,335,539 shares of the
Company’s common stock issued and outstanding.  To the best of our
knowledge, the persons named have sole voting and investment power with respect
to such shares, except as otherwise noted.  There are not any pending
or anticipated arrangements that may cause a change in control.





The
information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose.  Under these rules, a person is deemed to be a “beneficial
owner” of a security if that person has or shares the power to vote or direct
the voting of the security or the power to dispose or direct the disposition of
the security.  A person is deemed to own beneficially any security as
to which such person has the right to acquire sole or shared voting or
investment power within 60 days through the conversion or exercise of any
convertible security, warrant, option or other right.  More than one
person may be deemed to be a beneficial owner of the same
securities.  The percentage of beneficial ownership by any person as
of a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days.  Consequently, the denominator used for
calculating such percentage may be different for each beneficial
owner.  We believe that the beneficial owners of our common stock
listed below have sole voting and investment power with respect to the shares
shown.


Name
      and
                                      
                                      Amount
      andaddress
                                      
                                      nature
      ofof
      beneficial
                                      
                                      beneficial
                                      
                                      
                                      PercentTitle
      of class
                                      
                                      owner
                                      
                                      owner
                                      
                                      
                                      of
      classCommon
                                      
                                      Avenel
      Financial Group, Inc.
                                      
                                      
                                      1,885,440
                                      
                                      
                                      
                                      12.3
                                      %7633
      E 63rd Pl, Ste 210Tulsa,
      OK  74133Common
                                      
                                      Richard
      Clark
                                      
                                      
                                      896,148
                                      
                                      
                                      
                                      5.8
                                      %7633
      E 63rd Pl, Ste 210Tulsa,
      OK  74133


51





(b)
              SECURITY
      OWNERSHIP OF MANAGEMENT





The
following information lists, as to each class, equity securities beneficially
owned by all officers and directors, and of the directors and officers of the
issuer, as a group as of April 30, 2009.





Name
      and
                                  
                                  Amount
      andaddress
                                  
                                  nature
      ofof
      beneficial
                                  
                                  beneficial
                                  
                                  
                                  PercentTitle
      of class
                                  
                                  owner
                                  
                                  owner
                                  
                                  
                                  of
      classCommon
                                  
                                  Ross
      Silvey
                                  
                                  
                                  160,000
                                  
                                  
                                  
                                  1.0
                                  %11005
      Anderson Mill RoadAustin,
      TX  78750Common
                                  
                                  All
      officers and directors
                                  
                                  
                                  160,000
                                  
                                  
                                  
                                  1.0
                                  %as
      a group (1 persons)





Equity
Compensation Plan Information





Number
      of securitiesremaining
      available forfuture
      issuance underNumber
      of securities to be
                      
                      Weighted-average
      exercise
                      
                      equity
      compensationissued
      upon exercise of
                      
                      price
      of outstanding
                      
                      plans
      (excludingoutstanding
      options,
                      
                      options,
      warrants
                      
                      securities
      reflectedPlan category
                      
                      warrants and rights
                      
                      and rights
                      
                      in the first columnEquity
      compensation plans approved by security holders
                      
                      
                      -
                      
                      
                      
                      
                      1,242,333Equity
      compensation plans not approve by security holders
                      
                      
                      -
                      
                      
                      
                      
                      -Total
                      
                      
                      -
                      
                      
                      
                      
                      1,242,333





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 Compensation Committee is designated to
administer the Plan at the direction of the Board of Directors.


52





ITEM
13: CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE




The
Company has non-interest bearing obligations to its shareholders at April 30,
2009 and 2008, as follows:





2009
                    
                    
                    2008Assets
      acquired from shareholders
                    
                    $
                    371,000
                    
                    
                    $
                    371,000Cash
      received
                    
                    
                    130,000
                    
                    
                    
                    130,000Cash
      repayment
                    
                    
                    (110,000
                    )
                    
                    
                    -Converted
      to note payable
                    
                    
                    (389,000
                    )
                    
                    
                    -$
                    2,000
                    
                    
                    $
                    501,000




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





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





The
Company sells its gas pursuant to a contract with a gathering system principally
owned by a related party.  The Company receives a price equal to 70%
of the posted price.  The related party retains the other 30% of the
posted price for gathering fees and marketing fees.  At April 30,
2009, the gathering system was shut-in due to low gas prices.





At April
30, 2009, the Company had advanced $19,993 to one shareholder consultant and owe
the President of NAE $2,000 in accrued compensation.





In April
2009, the Company issued 160,000 shares of its common stock valued at $145,600
to its Chief Executive Officer for compensation for the period from August 1,
2008 through July 31, 2010.  Of this amount, $84,933 is included in
prepaid expenses and $60,667 is included in non-cash compensation
expense.


53


ITEM 14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES




Audit
Fees – The aggregate fees billed as of June 30, 2009 for professional services
rendered by the Company’s accountant was approximately $15,900 and $3,800 for
the audit of the Company’s annual financial statements and the quarterly reviews
for the fiscal years ended April 30, 2009 and 2008.





Audit-Related
Fees – None.





Tax Fees
– None.





All Other
Fees – Other than the services described above, no other fees were billed for
services rendered by the principal accountant.





Audit
Committee Policies and Procedures – Not applicable.





If
greater than 50 percent, disclose the percentage of hours expended on the
principal accountant’s engagement to audit the registrant’s financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant’s full-time, permanent employees –
Not applicable.


54


PART
IV





ITEM15:
              EXHIBITS
      AND FINANCIAL STATEMENT
SCHEDULES





(a)
            The
      following documents are filed as part of this
  report:


1.
            Financial
      Statements – The following consolidated financial statements of North
      American Energy Resources, Inc. are contained in Item 8 of this Form
      10-K:


·
            Report
      of Independent Registered Public
Accountant


·
            Balance
      Sheets at April 30, 2009 and 2008


·
            Consolidated
      Statements of Operations – For the years ended April 30, 2009 and 2008 and
      from inception (August 18, 2006) through April 30,
  2009


·
            Statements
      of Stockholders’ Equity - From inception (August 18, 2006) through April
      30, 2009


·
            Statements
      of Cash Flows – For the years ended April 30, 2009 and 2008 and from
      inception (August 18, 2006) through April 30,
  2009


·
            Notes
      to the Financial Statements





2.
            Financial
      Statement Schedules were omitted, as they are not required or are not
      applicable, or the required information is included in the Financial
      Statements.





3.
            Exhibits
      – The following exhibits are filed with this report or are incorporated
      herein by reference to a prior filing, in accordance with Rule 12b-32
      under the Securities Exchange Act of
1934.





Exhibit
                
                Description31.1
                
                Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities
      Exchange Act of 193432.1
                
                Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
  1350


55


SIGNATURES




In
accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





NORTH
      AMERICAN ENERGY RESOURCES, INC.August
      7, 2009
                /s/
      Ross SilveyRoss
      Silvey, President, CEO and
CFO





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





August
      7, 2009
                /s/
      Ross SilveyRoss
      Silvey, Director, President, CEO and
CFO




56