NORTH AMERICAN ENERGY RESOURCES, INC. (Form: 10-K/A, Received: 05/14/2013 15:35:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

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

For the fiscal year ended April 30, 2012

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 Employer
of Incorporation or Organization)	Identification No.)

1535 Soniat St., New Orleans, LA	70115
(Address of Principal Executive Office)	(Zip Code)

228 Saint Charles Ave., Suite 724, New Orleans, LA	70130
(Former Address of Principal Executive Office)	(Zip Code)

Issuer’s telephone number (504) 561-1151

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 [ ] 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. $1,670,613.

As of June 15, 2012, the registrant had outstanding 21,554,945 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.

EXPLANATORY NOTE

We filed our Annual Report on Form 10-K for the year ended April 30, 2012 on July 23, 2012 (the “original Report”) and filed our first amended Annual Report on Form 10-K/A on July 27, 2012 solely to include XBRL disclosure. We are filing this Amendment No. 2 on Form 10-K/A-2 (this “Amendment”) to make the following changes:

●

Update disclosure in Item 2 regarding our historical production and our use of a third party engineer;

●

Update disclosure in Item 11 regarding executive compensation;

●

Update disclosure in Item 13 regarding director independence; and

●

Add additional Exhibits and references in Item 15 for Exhibits.

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

NORTH AMERICAN ENERGY RESOURCES, INC.

TABLE OF CONTENTS

FORM 10-K

Part I

		Page
PART I
Item 1	Business	4
Item 1A	Risk Factors	10
Item 2	Properties	10
Item 3	Legal Proceedings	15
Item 4	Removed and Reserved	15

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6	Selected Financial Data	18
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	19
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	23
Item 8	Financial Statements and Supplementary Data	24
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
Item 9A	Controls and Procedures	25
Item 9B	Other Information	25

PART III
Item 10	Directors, Executive Officers and Corporate Governance	26
Item 11	Executive Compensation	28
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13	Certain Relationships and Related Transactions, and Director Independence	32
Item 14	Principal Accountant Fees and Services	33

PART IV
Item 15	Exhibits and Financial Statement Schedules	34

From time to time, we my 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.

NAEY is an independent oil and natural gas company engaged in the acquisition, exploration and development of oil and natural gas properties and the production of oil and natural gas. The Company operates in the upstream segment of the oil and gas industry which includes the drilling, completion and operation of oil and gas wells. The Company has an interest in a pipeline in Washington County, Oklahoma which is currently shut-in, but has been used to gather natural gas production. The Company’s gas production in Washington County, Oklahoma was shut-in due to low prices in February 2009 and was sold effective October 1, 2010 along with the Company’s oil production in the area. The Company has acquired an interest in a non-operated gas well in Texas County, Oklahoma and is continuing to seek additional acquisition possibilities. The Company’s focus is on acquiring producing oil and gas properties or companies with development potential.

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 chose to utilize the April 30 year-end of NAE after April 30, 2008.

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. The total purchase price for NAE was 13,690,381 shares.

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.

Glossary of Oil and Natural Gas Terms

The definitions set forth below apply to the indicated terms as used in this report. All volumes of natural gas referred to herein are stated at the legal pressure base of the state or area where the reserves exist and at 60 degrees Fahrenheit and in most instances are rounded to the nearest major multiple.

Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons.

Bcf. One billion cubic feet of natural gas.

Boe. Barrels of oil equivalent in which six Mcf of natural gas equals one Bbl of oil.

Btu . British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit.

Completion. The installation of permanent equipment for the production of oil or natural gas or, in the case of a dry hole, the reporting of abandonment to the appropriate agency.

Development well. A well drilled within the proved areas of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

Dry hole or well. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

Exploratory well. A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir.

Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

Gross acres or gross wells. The total acres or wells, as the case may be, in which a working interest is owned.

MBbls. One thousand barrels of crude oil or other liquid hydrocarbons.

MBoe. One thousand Boe.

MMBoe. One million Boe.

Mcf. One thousand cubic feet of natural gas.

MMBbls. One million barrels of crude oil or other liquid hydrocarbons.

MMBtu . One million Btus.

MMcf. One million cubic feet of natural gas.

Net acres or net wells. The sum of the fractional working interests owned in gross acres or gross wells, as the case may be.

Operator . The individual or company responsible for the exploration, exploitation and production of an oil or natural gas well or lease.

PV-10 Value. When used with respect to oil and natural gas reserves, the estimated future gross revenues to be generated from the production of proved reserves, net of estimated production and future development costs, using the guidelines provided by the SEC with prices provided in this report and costs applicable as of the date indicated, without giving effect to non-property related expenses such as general and administrative expenses, debt service and future income tax expenses or to depreciation, depletion and amortization, discounted using an annual discount rate of 10%.

Productive well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

Proved developed producing reserves. (“PDP”) Proved developed reserves that are expected to be recovered from completion intervals currently open in existing wells and capable of production.

Proved developed non producing reserves. (“PDNP”) Proved reserves that are expected to be recovered from existing wellbores, whether or not currently producing, without drilling additional wells. Production of such reserves may require a recompletion.

Proved reserves. Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for estimation.

Proved undeveloped location. A site on which a development well can be drilled consistent with spacing rules for purposes of recovering proved undeveloped reserves.

Proved undeveloped reserves. (“PUD”) Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required.

Recompletion. The completion for production of an existing wellbore in another formation from that in which the well has been previously completed.

Reserve life. A ratio determined by dividing our estimated existing reserves determined as of the stated measurement date by production from such reserves for the prior twelve month period.

Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

3-D seismic . The method by which a three dimensional image of the earth’s subsurface is created through the interpretation of reflection seismic data collected over a surface grid. 3-D seismic surveys allow for a more detailed understanding of the subsurface than do conventional surveys and contribute significantly to field appraisal, exploitation and production.

Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.

Working interest. The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production.

Workover. Operations on a producing well to restore or increase production.

OIL AND GAS DRILLING PROSPECTS

NAE is an independent oil and natural gas company engaged in the acquisition, exploration and development of oil and natural gas properties and the production of oil and natural gas. The Company operates in the upstream segment of the oil and gas industry which includes the drilling, completion and operation of oil and gas wells. The Company has an interest in a pipeline in Washington County, Oklahoma which is currently shut-in, but has been used to gather natural gas production. The Company’s gas production in Washington County, Oklahoma was shut-in due to low prices in February 2009 and was sold effective October 1, 2010 along with the Company’s oil production in the area. The Company has acquired an interest in a non-operated gas well in Texas County, Oklahoma and is continuing to seek additional acquisition possibilities.

DEVELOPMENT STAGE COMPANY

We are considered a development stage company because we have had limited resources and do not currently have sufficient capital to complete our business plan, which includes acquiring and operating producing properties with development potential. Accordingly, the operations of the Companies are presented as those of a development stage enterprise, from inception (August 18, 2006).

OTHER

Our principal executive office is located at 1535 Soniat St. New Orleans, La 70115 and our telephone number is (504) 561-1151.

FINANCIAL POSITION AND FUTURE FINANCING NEEDS

We are a development stage company. We have a limited history in the oil and gas development and production 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, 2012. We have been in the development stage since our inception, August 18, 2006, have accumulated a net loss of $3,628,467 through April 30, 2012, and incurred a loss of $655,449 for the year then ended.

The Company’s strategy to raise additional funds include: sales of its common stock or preferred stock in private transactions, sales of its common or preferred stock in public transactions or to borrow the funds. Any such potential transactions would be as needed to raise sufficient capital to fund acquisitions and 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 now retained individuals with expertise in operating an energy business and performing the steps necessary to complete its business plan.

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.

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.

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

Unless an acquisition is completed, it is anticipated that the only active employees of this business in the near future will be its Chief Executive Officer and its President and Chief Financial Officer. All other operative functions, such as acquiring leaseholds, creating joint ventures and development and production of oil and gas will be handled by the Chief Executive Officer and its President and Chief Financial Officer or independent contractors and consultants.

Item 1A: RISK FACTORS

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, 2012, we have 160 acres under lease in Texas County, Oklahoma which includes 1 producing gas well. The Company’s current focus is to identify, evaluate, and obtain financing to potentially acquire producing oil and gas properties with development potential.

Proved Reserves and Estimated Future Net Revenue

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, 2012. These estimates correspond with the method used in presenting the “Supplemental Information on Oil and Gas Operations” in Note 10 to our consolidated financial statements included herein. At April 30, 2012, 100% of the proved reserves have been classified as proved developed producing (“PDP”). There are no proved developed non-producing (“PDNP”) reserves.

	Total		Proved		Proved
	Proved		Developed		Undeveloped
	Reserves		Reserves		Reserves
Total Reserves
Oil (BBLs)		-		-		-
Gas (MCF)		12,679		12,679		-
BOE (1)		2,113		2,113		-
Pre-tax future net revenue (2)	$	9,021	$	9,021	$	-
Pre-tax 10% present value (2)		4,671		4,671		-
Standardized measure of discounted future net cash flows (2)(3)	$	4,671	$	4,671	$	-

(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.

(3)

See Note 11 to the consolidated 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 except for our Form 10-K for the years ended April 30, 2011, 2010 and 2009.

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, 2012. 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.

Proved Reserves Disclosures

Recent SEC Rule-Making Activity . In December 2008, the SEC announced that it had approved revisions to modernize the oil and gas reserve reporting disclosures. The new disclosure requirements include provisions that:

●

Introduce a new definition of oil and gas producing activities. This new definition allows companies to include in their reserve base volumes from unconventional resources. Such unconventional reserves include bitumen extracted from oil sands and oil and gas extracted from coal beds and shale formations.

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Report oil and gas reserves using an un-weighted average price using the prior 12-month period, based on the closing prices on the first day of each month, rather than year-end prices.

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Permit companies to disclose their probable and possible reserves on a voluntary basis. In the past, proved reserves were the only reserves allowed in the disclosures. (We have chosen not to make disclosure under these categories.)

●

Requires companies to provide additional disclosure regarding the aging of proved undeveloped reserves.

●

Permit the use of reliable technologies to determine proved reserves if those technologies have been demonstrated empirically to lead to reliable conclusions about reserve volumes.

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Replace the existing “certainty” test for areas beyond one offsetting drilling unit from a productive well with a “reasonable certainty” test.

●

Require additional disclosures regarding the qualifications of the chief technical person who oversees the company’s overall reserve estimation process. Additionally, disclosures regarding internal controls over reserve estimation, as well as a report addressing the independence and qualifications of its reserves preparer or auditor will be mandatory.

We adopted the rules effective April 30, 2010.

Internal Controls Over Reserve Estimates. Our reserve estimates were prepared by an independent petroleum consulting firm who was engaged to audit our reserves as of May 1, 2011. The 2011 reserve estimate was prepared by, and overseen by Gary Christopher of Christopher Energy, LLC, an independent third party engineering firm. It was reviewed by the Company’s President. Mr. Christopher has a petroleum engineering degree, and over 38 years of experience in the energy industry. Mr. Christopher’s industry experience has been diverse: he has experience as a drilling engineer, production engineer, reservoir engineer, an acquisitions advisor, and an energy lending professional. Mr. Christopher has also served as President and CEO of a publicly traded oil and natural gas company and now serves on the audit committee of a NYSE publicly traded oil and natural gas company. He currently consults on financial and engineering matters in the oil and natural gas industry. We updated our reserves at May 1, 2012 using the new pricing guidelines required by the SEC and the same decline curve utilized by the independent petroleum consulting firm at May 1, 2011. Our President, with over 13 years’ experience as a petroleum engineer, oversaw the preparation of our 2012 reserve estimate.

Production

We acquired an interest in a non-operated gas well in Texas County, Oklahoma on November 1, 2010 and it represents our current production.

Project Summary

The Company acquired an interest in a non-operated gas well and continues to evaluate other investment opportunities.

Acreage

The following table summarizes gross and net developed acreage at April 30, 2012 and 2011.

	Developed Acreage
	Gross		Net
Texas County, Oklahoma		160		12

Production History

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

	Year ended April 30,
	2012		2011		2010
Oil production (BBLs)		-		64		220
Gas production (MCF)		751		291		-
Total production (BOE)		125		112		220
Daily production (BOE/d)		0.34		0.31		0.60
Average sales price:
Oil (per BBL)	$	-	$	63.52	$	65.33
Gas (per MCF)	$	2.79	$	2.87	$	-
Total (per BOE)	$	16.74	$	43.56	$	65.33
Average production cost (per BOE)	$	8.57	$	78.62	$	102.64
Average production taxes (per BOE)	$	1.21	$	3.12	$	4.69

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, 2012 and 2011, in oil and natural gas wells (a net well is our percentage ownership of a gross well).

			Oil wells				Gas wells				Total wells
Year			Gross		Net		Gross		Net		Gross		Net

	2012	Oklahoma		-		-		1.0		0.1		1.0		0.1
	2011	Oklahoma		-		-		1.0		0.1		1.0		0.1

Drilling Activities

We did not participate in any drilling activities during 2012 or 2011.

Cost information

We conduct our oil and natural gas activities entirely in the United States and to date only in Oklahoma. Costs incurred for property acquisition, exploration and development activities during the years ended April 30, 2012 and 2011 are shown below.

	For the years ended April 30,
	2012		2011
Acquisition of proved properties	$	-	$	2,000
Acquisition on non-producing properties		-		-
Development costs		-		2,893
Total costs incurred	$	-	$	4,893

Reserve Quantity Information

Our estimates of proved reserves and valuation were prepared by an independent petroleum consultant, Christopher Energy in 2011. Those estimates were updated internally in 2012 by updating the oil and gas prices. 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 Gas
	Oil (BBLs)			(MCF)
Balance, April 30, 2010		2,250			-
Acquisition of minerals in place		-			13,611
Sales of properties		(2,186	)		-
Production		(64	)		(291	)
Revisions of estimates		-			-
Balance, April 30, 2011		-			13,320
Production		-			(751	)
Revisions of estimates		-			110
Balance, April 30, 2012		-			12,679

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 generally accepted accounting principles.

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. Future income tax expenses were not included due to the Company’s net operating loss carryforwards.

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,
	2012			2011
Future cash flows	$	35,375		$	39,580
Future production costs		(26,354	)		(28,840	)
Future income taxes		-			-
Future net cash flows		9,021			10,740
10% annual discount for estimated timing of cash flows		(4,350	)		(5,050	)
Standardized Measure of Discounted Cash Flows	$	4,671		$	5,690

The changes in 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,
	2012			2011
Beginning of year	$	5,690		$	52,250
Purchase of minerals in place		-			2,000
Sale of properties		-			(15,000	)
Development costs incurred during the year		-			2,893
Sales of oil and gas produced, net of production costs		(991	)		4,284
Impairments		-			(46,894	)
Net changes in price and production costs		(28	)		6,157
Revision of previous quantity estimates		-			-
End of year	$	4,671		$	5,690

Management’s Business Strategy Related to Properties

Our goal is to focus on acquiring oil properties with existing production and upside drilling and re-development potential, initially primarily in the Gulf Coast area.

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.

IMPAIRMENTS

In 2011, the Company recorded an impairment of $46,894 on its properties in Washington County, Oklahoma to adjust the carrying value to the proceeds received on sale of the properties.

OTHER

The Company’s corporate office is maintained at 1535 Soniat St., New Orleans, LA 70115 on a month-to-month basis at a cost of $2,000 per month until May 31, 2012 and $250 per month thereafter.

Item 3: LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.

Item 4: REMOVED AND RESERVED

PART II

Item 5:

MA rket 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 OTCQB under the symbol “NAEY.” Until we began trading on July 24, 2007, there was no public market for our common stock. Previously we traded under the symbol NAEN.

The following table sets forth the quarterly high and low daily close for our common stock as reported by the OTCQB for the two years ended April 30, 2012 and 2011. 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		Low

2012
April 30, 2012	$	0.10	$	0.04
January 31, 2012	$	0.20	$	0.04
October 31, 2011	$	0.10	$	0.03
July 31, 2011	$	0.08	$	0.04

2011
April 30, 2011	$	0.12	$	0.05
January 31, 2011	$	0.12	$	0.01
October 31, 2010	$	0.04	$	0.01
July 31, 2010	$	0.04	$	0.02

The OTCQB is the middle tier of the OTC market. OTCQB companies report to the SEC, making it easy for investors to identify companies that are current in their reporting obligations. There are no financial or qualitative standards to be in this tier. OTCQB securities may also be quoted on the FINRA.BB. The OTCQB allows investors to easily identify reporting companies traded in the OTC market regardless of where they are quoted.

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.

(1) In general. No broker or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce or attempt to induce the purchase or sale of, any penny stock by any customer except in accordance with the requirements below.

(2) Risk disclosure with respect to penny stocks. Prior to effecting any transaction in any penny stock, a broker or dealer shall give the customer a risk disclosure document that -

	a)	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

	b)	contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws;

	c)	contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices;

contains the established toll free telephone number for inquiries on disciplinary actions;

	e)	defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and

	f)	contains such other information, and is in such form (including language, type size, and format), as the Commission shall require by rule or regulation.

(3) Commission rules relating to disclosure. The Commission shall adopt rules setting forth additional standards for the disclosure by brokers and dealers to customers of information concerning transactions in penny stocks. Such rules -

shall require brokers and dealers to disclose to each customer, prior to effecting any transaction in, and at the time of confirming any transaction with respect to any penny stock, in accordance with such procedures and methods as the Commission may require consistent with the public interest and the protection of investors -

	i.	the bid and ask prices for penny stock, or such other information as the Commission may, by rule, require to rovide customers with more useful and reliable information relating to the price of such stock;

	ii.	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

	iii.	the amount and a description of any compensation that the broker or dealer and the associated person thereof will receive or has received in connection with such transaction;

	b)	shall require brokers and dealers to provide, to each customer whose account with the broker or dealer contains penny stocks, a monthly statement indicating the market value of the penny stocks in that account or indicating that the market value of such stock cannot be determined because of the unavailability of firm quotes; and

	c)	may, as the Commission finds necessary or appropriate in the public interest or for the protection of investors, require brokers and dealers to disclose to customers additional information concerning transactions in penny stocks.

	(4)	Exemptions. The Commission, as it determines consistent with the public interest and the protection of investors, may by rule, regulation, or order exempt in whole or in part, conditionally or unconditionally, any person or class of persons, or any transaction or class of transactions, from the requirements of this subsection. Such exemptions shall include an exemption for brokers and dealers based on the minimal percentage of the broker’s or dealer’s commissions, commission-equivalents, and markups received from transactions in penny stocks.

	(5)	Regulations . It shall be unlawful for any person to violate such rules and regulations as the Commission shall prescribe in the public interest or for the protection of investors or to maintain fair and orderly markets -

	a)	as necessary or appropriate to carry out these requirements; or

as reasonably designed to prevent fraudulent, deceptive, or manipulative acts and practices with respect to penny stocks.

RECENT SALES OF UNREGISTERED SECURITIES

There were no sales of our common stock during the quarter ended April 30, 2012.

(b)

HOLDERS

There are 38 shareholders of record of the Company’s common stock at April 30, 2012.

(c)

DIVIDENDS

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

(d)

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes certain information as of April 30, 2012, with respect to compensation plans (including individual compensation arrangements) under which our common stock is authorized for issuance:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance
Equity 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. There are no options outstanding at April 30, 2012 and 2011.

WARRANTS

As a part of their initial compensation, on December 15, 2010, the new Executive Team was granted Warrants with the following primary terms and conditions. The strike price exceeded the market price when the Warrants were granted.

a) Each Warrant shall entitle the owner to purchase one share of common stock of the Company. The warrants contain price protection when the shares will be used for an acquisition at a price lower than the conversion price in force. The anti dilution provision will not apply to financings done below the strike price.

b) The Executive Team was granted three Warrant Certificates as follows:

	1.	Certificate #1 for 10,000,000 warrants with a strike price of $0.025 per share must be exercised within one year of the date Executive Team begins collecting salaries from the Company,

	2.	Certificate #2 for 10,000,000 warrants with a strike price of $0.04 per share and a Term of 5 years from the vesting date, and

	3.	Certificate #3 for 10,000,000 warrants with a strike price of $0.055 per share and a Term of 5 years from the vesting date.

c) Other warrant terms are as follows:

	1.	Certificate #1 vests immediately, Certificate #2 shall vest upon execution of Certificate #1 and Certificate #3 shall vest upon execution of Certificate #1.

	2.	All Warrants may vest early if the Company has revenue of $12,500,000 total for two consecutive quarters and records a pre-tax net profit for the two quarters and other conditions including change in control, termination, etc.

	3.	The Warrant Certificates may be allocated among the Executive Team as they so determine.

The Warrants shall be registered in the first registration statement the Company files, subject to legal counsel approval.

The Board of Directors issued a warrant to acquire 500,000 shares of the Company’s common stock at $0.18 per share to its new director, Larry D. Hall, on November 10, 2011. The strike price exceeded the market price when the warrants were granted.

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, 2012 and 2011 consisted of the following.

	2012		2011
Oil sales	$	-	$	4,044
Gas sales		2,094		835
	$	2,094	$	4,879

In 2012, the Company had gas sales of 751 MCF at an average price of $2.79. In 2011, the Company had oil sales of 64 BBL at an average price of $63.51 and gas sales of 291 MCF at an average price of $2.87. The Company sold its oil production on October 1, 2010 due primarily to its high operating cost.

Costs and expenses consisted of the following for the years ended April 30, 2012 and 2011.

	2012		2011
Oil and natural gas production taxes	$	151	$	349
Oil and natural gas production expenses		993		8,814
Depreciation and amortization		130		1,530
Non-cash compensation		-		266,754
Asset impairment		-		46,894
General and administrative expenses, net of operator’s overhead fees		652,759		105,873
	$	654,033	$	430,214

Production taxes are a percentage of revenue and vary directly with revenue. Production expenses have decreased due to the sale of the oil properties on October 1, 2010. For 2012 all production expenses were for gas properties. For 2011, $8,415 of production expenses were for oil properties which were sold and $399 was for the gas well acquired on November 1, 2010. Non-cash compensation primarily includes the cost of stock grants for consultants in 2011. The decrease in 2011 is related to hiring a new CEO and CFO in December 2010 who began working without pay until June 15, 2011, at which time they began accruing compensation until January 31, 2012 when all accruals were voluntarily discontinued.

Asset impairment amounted to $46,894 in 2011, which represents the impairment on its properties in Washington County, Oklahoma to adjust the carrying value to the proceeds received on sale of the properties.

General and administrative expenses, net of operator’s overhead fees, are summarized as follows for the two years ended April 30, 2012 and 2011.

	2012		2011
Accounting and auditing	$	20,345	$	36,630
Legal and professional		287,484		13,646
Rent		64,229		24,305
Bad debt expense		-		12,828
Office and other expenses		25,673		10,689
Travel expenses		43,885		5,890
Shareholder communications		2,393		4,885
Officer compensation		208,750		-
Operator overhead fees		-		(3,000	)
	$	652,759	$	105,873

Accounting and auditing expense declined in 2012 primarily due to a reduction in activity with the sale of the properties in Washington County, Oklahoma which the Company had operated. Legal and professional fees increased in 2012 from the amount in 2011 primarily due to the costs associated with due diligence incurred for a possible acquisition. Rent was added in 2011 when the Company opened its new office in New Orleans (approximately 4 1/2 months) in 2011 and twelve months in 2012. The Company moved into less expensive space in the fourth quarter of 2012 and has a monthly cost of $2,000 through May 2012. Travel expenses and office and other expenses increased in 2012 primarily due to the increased activity associated with reviewing acquisition candidates. Officer compensation began accruing on June 15, 2011 after the 6 month anniversary of the officers hire dates. The officers both agreed to discontinue their compensation accrual until conditions improve.

Other income (expense) consisted of the following for the years ended April 30, 2012 and 2011.

	2012			2011
Other income	$	9,619		$	-
Interest expense - officers and stockholders		(13,129	)		(37,057	)
	$	(3,510	)	$	(37,057	)

The Company incurred interest expense in 2012 and 2011 with officers and shareholders. In December the full balance of convertible notes was converted into common stock. A new note in the amount of $38,678 was added in January 2011. The CEO established a $500,000 line of credit with the Company in November 2011, which has a balance of $392,810 at April 30, 2012. The reduction in interest expense is due to the reduction in the weighted average balance of notes payable from 2011 to 2012.

LIQUIDITY AND CAPITAL RESOURCES

Historical information

At April 30, 2012, we had $316 in cash, $367 in accounts receivable and a working capital deficit of $770,891. Comparatively, we had cash of $716 and a working capital deficit of $115,572 at April 30, 2011.

We entered into an Asset Purchase Agreement which expired in December 2011. The majority of our increased administrative cost during 2012 was a result of due diligence costs and preliminary financing costs associated with the attempted purchase.

Evaluation of the amounts and certainty of cash flows

Our current cash flow is nominal and insufficient to pay current expenses. We continue to seek other acquisition possibilities, which will require new external financing in some form of debt and equity financing.

Cash requirements and capital expenditures

We have made arrangement with our CEO to loan us up to $500,000 to meet the initial operating expenses during the due diligence phase of a potential acquisition. At April 30, 2012, our CEO has loaned $392,810 for this purpose. If a potential acquisition is identified additional capital may be required to be raised from as yet unidentified external sources in the form of equity or debt.

Known trends and uncertainties

The Company is in a very competitive business. The economy has been very uncertain over the past two to three years and may make it very difficult to raise the capital required to complete any asset purchase agreement.

Expected changes in the mix and relative cost of capital resources

The Company is now seeking another acquisition candidate. If identified, the initial phase for the Company will be due diligence and raising the purchase price for the acquisition. In order to take advantage of any undeveloped properties, the Company may require additional financing to continue development plans. The actual amounts required and the timing of the requirements has not been determined.

What balance sheet, income or cash flow items should be considered in assessing liquidity

The Company’s current liabilities far exceed its current assets. Should any of the existing material creditors demand payment it is unknown if the Company could satisfy such demand. We will seek funding to finance such demand and due diligence and the cost of an as yet unidentified acquisition. Such funding may require significant new external financing and, if successful, may materially change the existing capital structure of the Company.

Our prospective sources for and uses of cash

Our current significant issue is identifying a new acquisition candidate, financing the due diligence and raising the funds to complete the acquisition. If successful, the Company expects to use a combination of debt and equity.

CASH USED IN OPERATING ACTIVITIES

Cash used in operating activities was $357,721 for 2012 and cash used in operating activities was $69,104 for the comparable 2011 period. Losses incurred arose primarily from due diligence costs and the initial cost of raising funds for the planned acquisition which expired in December 2011.

CASH USED IN INVESTING ACTIVITIES

We incurred capital costs of $4,893 in the 2011 period and none in the 2012 period.

CASH FROM FINANCING ACTIVITIES

During 2012, we received $392,810 in proceeds from the loan with our CEO. In 2011, we received $17,500 in loans from shareholders. The 2011 loan was subsequently converted into common stock. The Company received $54,187 in advances from related parties during 2011 and reduced these advances by $35,489 in 2012.

GOING CONCERN

We have not attained profitable operations and are dependent upon obtaining substantial debt and equity financing to complete an acquisition, which we have not yet identified. For these reasons, there is substantial doubt we will be able to continue as a going concern, since we are dependent upon an as yet unknown source to provide sufficient funds to finance future operations until our revenues are adequate to fund our cost of operations. The financial statements do not include any adjustments that may result from the outcome of these uncertainties.

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

Our discussion of financial condition and results of operations is based upon the information reported in our financial statements. The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions and other factors. Our significant accounting policies are detailed in Note 1 to our financial statements included in this Annual Report. We have outlined below certain of these policies as being of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by our management.

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 interpretation of that 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 an independent petroleum consultant, Christopher Energy. 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.

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.

Item 8:

Financial Statements AND SUPPLEMENTARY DATA

The consolidated financial statements of North American Energy Resources, Inc. and Subsidiary together with the report thereon of Paritz & Company, P.A. for the years ended April 30, 2012 and 2011 and the period from inception (August 18, 2006) through April 30, 2012, is set forth as follows:

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm:
Paritz & Company, P. A.		F-1
Consolidated Balance Sheet		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Stockholders’ Deficit		F-4
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

North American Energy Resources, Inc. and Subsidiary

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of North American Energy Resources, Inc. and Subsidiary (A Development Stage Company) as of April 30, 2012 and 2011, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years ended April 30, 2012 and 2011 and from inception (August 18, 2006) through April 30, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 consolidated financial position of North American Energy Resources, Inc. and subsidiary (A Development Stage Company) as of April 30, 2012 and 2011, and the consolidated results of its operations and its cash flows for the years then ended and for the period from inception (August 18, 2006) to April 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements are prepared assuming the company will continue as a going concern. As discussed in note 8, as of April 30, 2012, the Company’s current liabilities exceed its current assets by $770,891 and its total liabilities exceed its total assets by $768,715. The company has also incurred net losses since its inception. These factors, among others, raise substantial doubt as to the Company’s ability to continue as a going concern. Managements’ plans concerning these matters are also described in note 8. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

*/s/ Paritz & Company, P.A.*

Paritz & Company, P.A.
Hackensack, New Jersey
July 12, 2012

F- 1

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets

April 30, 2012 and 2011

	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	316		$	716
Accounts receivable		367			-
Prepaid expenses		-			8,664
Total current assets		683			9,380
Properties and equipment, at cost:
Proved oil and natural gas properties and equipment using full cost accounting		2,358			2,358
		2,358			2,358
Accumulated depreciation and amortization		(182	)		(52	)
Total properties and equipment		2,176			2,306
Total assets	$	2,859		$	11,686
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
Trade	$	97,616		$	30,860
Related parties		18,698			54,187
Oil and gas proceeds due others		-			368
Accrued expenses		223,772			859
Convertible notes payable due officer		392,810			-
Convertible notes payable		38,678			38,678
Total current liabilities		771,574			124,952
Commitments and contingencies
Stockholders’ 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; 21,554,945 shares issued and outstanding at April 30, 2012 and 2011		21,555			21,555
Additional paid in capital		2,838,197			2,838,197
Deficit accumulated during the development stage		(3,628,467	)		(2,973,018	)
Total stockholders’ deficit		(768,715	)		(113,266	)
Total liabilities and stockholders’ deficit	$	2,859		$	11,686

See accompanying notes to consolidated financial statements

F- 2

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Operations

For the years ended April 30, 2012 and April 30, 2011 and the period

from inception (August 18, 2006) through April 30, 2012

							Inception
							(August 18, 2006)
							through
							April 30,
	2012			2011			2012
Oil and natural gas sales	$	2,094		$	4,879		$	45,988
Pipeline fees		-			-			2,450
Total revenues		2,094			4,879			48,438
Costs and expenses
Oil and natural gas production taxes		151			349			3,310
Oil and natural gas production expenses		993			8,814			108,110
Depreciation and amortization		130			1,530			16,246
Non-cash compensation		-			266,754			1,414,291
Asset impairment		-			46,894			910,714
General and administrative expense, net of operator’s overhead fees		652,759			105,873			1,133,459
		654,033			430,214			3,586,130
Loss from operations		(651,939	)		(425,335	)		(3,537,692	)
Other income (expense):
Other income		9,619			-			9,939
Interest income - stockholder		-			-			900
Interest expense - officer and stockholders		(13,129	)		(37,057	)		(101,614	)
Total other income (expense)		(3,510	)		(37,057	)		(90,775	)
Net loss		(655,449	)		(462,392	)		(3,628,467	)
Other comprehensive loss
Unrealized loss on available-for-sale securities		-			1,000			-
Net comprehensive loss	$	(655,449	)	$	(461,392	)	$	(3,628,467	)

Net loss per common share, basic and diluted	$	(0.03	)	$	(0.02	)

Weighted average common shares outstanding		21,554,945			19,063,503

See accompanying notes to consolidated financial statements.

F- 3

NORTH AMERICAN ENERGY RESOURCES., INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Stockholders’ Deficit

For the period from inception (August 18, 2006) through April 30, 2012

										Intrinsic
							Additional			Value of
			Common stock				Paid in			Common
	Date		Shares		Amount		Capital			Stock Options
BALANCE August 18, 2006				-	$	-	$	-		$	-
Common stock issued for net assets		9/1/2006		11,264,485		11,265		88,735			-
Common stock issued for cash		9/7/2006		1,126,448		1,126		8,874			-
Common stock issued for cash		9/11/2006		1,126,448		1,126		8,874			-
Net loss				-		-					-
BALANCE April 30, 2007				13,517,381		13,517		106,483			-
Net loss				-		-					-
BALANCE April 30, 2008				13,517,381		13,517		106,483			-
Acquisition of North American Energy Resources, Inc.		7/28/2008		177,000		177		119,653			-
Conversion of note payable and accrued interest for common stock		7/31/2008		153,000		153		35,377			-
Common stock options granted for:
350,000 shares at $1.00 per share		8/1/2008		-		-		178,000			(178,000	)
50,000 shares at $1.25 per share		8/1/2008		-		-		27,096			(27,096	)
Exercise common stock options:
for $1.25 per share		9/22/2008		100		-		6,250			-
for $1.00 per share		9/22/2008		1,000		1		49,999			-
for $1.25 per share		10/13/2008		100		-		6,250			-
for $1.00 per share		10/13/2008		70		-		3,500			-
Accounts payable paid with common stock		10/14/2008		90		-		9,016			-
Amortize intrinsic value of options		10/31/2008		-		-		-			17,091
Cancel common stock options		11/5/2008		-		-		(188,005	)		188,005
Common stock issued for compensation		11/7/2008		100		-		6,250			-
Common stock issued for accounts payable		11/7/2008		60		-		3,000			-
Common stock issued for consulting service		11/12/2008		3,000		3		310,497			-
Common stock issued for accounts payable		11/17/2008		400		1		24,999			-
Capital contribution by shareholder in cash		11/30/2008		-		-		50,000			-
Common stock issued for:
Compensation		12/9/2008		338		-		5,000			-
Accounts payable		12/9/2008		300		-		1,200			-
Accounts payable		12/9/2008		400		-		6,000			-
Compensation		1/5/2009		500		1		4,999			-
Accounts payable		1/5/2009		800		1		3,199			-
Accounts payable		1/5/2009		400		1		3,999			-
Accounts payable		1/19/2009		4,000		4		14,996			-
Compensation		1/26/2009		1,500		2		4,998			-
Accounts payable		2/24/2009		6,000		6		9,761			-
Compensation		2/24/2009		1,000		1		1,999			-
Compensation		3/4/2009		4,000		4		4,996			-
Compensation		4/6/2009		4,000		4		5,996			-
Officer compensation		4/21/2009		160,000		160		145,440			-
Net loss				-		-		-			-
BALANCE April 30, 2009				14,035,539	$	14,036		960,948			-

(Continued)

See accompanying notes to consolidated financial statements.

F- 4

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Stockholders’ Deficit, continued

For the period from inception (August 18, 2006) through April 30, 2012

						Deficit
				Accumulated		Accumulated
	Prepaid			Other		During the
	Officer			Comprehensive		Development
	Compensation			Loss		Stage			Total
BALANCE August 18, 2006	$	-		$	-	$	-		$	-
Common stock issued for net assets		-			-		-			100,000
Common stock issued for cash		-			-		-			10,000
Common stock issued for cash		-			-		-			10,000
Net loss		-			-		(5,379	)		(5,379	)
BALANCE April 30, 2007		-			-		(5,379	)		114,621
Net loss		-			-		(24,805	)		(24,805	)
BALANCE April 30, 2008		-			-		(30,184	)		89,816
Acquisition of North American Energy Resources, Inc.		-			-		-			119,830
Conversion of note payable and accrued interest for common stock		-			-		-			35,530
Common stock options granted for:
350,000 shares at $1.00 per share		-			-		-			-
50,000 shares at $1.25 per share		-			-		-			-
Exercise common stock options:
for $1.25 per share		-			-		-			6,250
for $1.00 per share		-			-		-			50,000
for $1.25 per share		-			-		-			6,250
for $1.00 per share		-			-		-			3,500
Accounts payable paid with common stock		-			-		-			9,016
Amortize intrinsic value of options		-			-		-			17,091
Cancel common stock options		-			-		-			-
Common stock issued for compensation		-			-		-			6,250
Common stock issued for accounts payable		-			-		-			3,000
Common stock issued for consulting service		-			-		-			310,500
Common stock issued for accounts payable		-			-		-			25,000
Capital contribution by shareholder in cash		-			-		-			50,000
Common stock issued for:
Compensation		-			-		-			5,000
Accounts payable		-			-		-			1,200
Accounts payable		-			-		-			6,000
Compensation		-			-		-			5,000
Accounts payable		-			-		-			3,200
Accounts payable		-			-		-			4,000
Accounts payable		-			-		-			15,000
Compensation		-			-		-			5,000
Accounts payable		-			-		-			9,767
Compensation		-			-		-			2,000
Compensation		-			-		-			5,000
Compensation		-			-		-			6,000
Officer compensation		(84,933	)		-		-			60,667
Net loss		-			-		(1,097,468	)		(1,097,468	)
BALANCE April 30, 2009		(84,933	)				(1,127,652	)	$	(237,601	)

(Continued)

See accompanying notes to consolidated financial statements.

F- 5

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Stockholders’ Deficit,continued

For the period from inception (August 18, 2006) through April 30, 2012

									Intrinsic
							Additional		Value of
			Common stock				Paid in		Common
	Date		Shares		Amount		Capital		Stock Options
BALANCE April 30, 2009				14,035,539	$	14,036	$	960,948	$	-
Common stock issued for:
consulting agreement		5/1/2009		400,000		400		419,600		-
consulting agreement		5/1/2009		200,000		200		209,800		-
oil and gas non-producing property		6/9/2009		700,000		700		125,300		-
accounts payable		7/27/2009		10,000		10		4,990		-
consulting agreement		7/27/2009		30,000		30		14,970		-
consulting agreement		7/27/2009		30,000		30		14,970		-
oil and gas producing property		9/25/2009		350,000		350		192,150		-
consulting contract		9/25/2009		300,000		300		182,700		-
cash		2/23/2010		200,000		200		5,800		-
consulting agreement		2/24/2010		400,000		400		31,600		-
consulting agreement - director fees		2/24/2010		450,000		450		35,550		-
consulting agreement - director fees		2/24/2010		150,000		150		11,850		-
officer compensation - director fees		2/24/2010		120,000		120		9,480		-
Other comprehensive loss on available-for-sale securities				- -		- -		-		-
Amortize officer compensation				-		-		-		-
Net loss				-		-		-		-
BALANCE April 30, 2010				17,375,539		17,376		2,219,708			_
Recission of available-for-sale securities transaction				-		-		-		-
Amortize officer compensation				-		-		-		-
Convertible note payable forgiven by related party		12/3/2010		-		-		57,920		-
Common stock issued for:
Consulting agreement		12/2/2010		850,000		850		7,650		-
Conversion of convertible notes payable		12/5/2010		3,329,406		3,329		552,919		-
Net loss				-		-		-		-
BALANCE April 30, 2011				21,554,945		21,555		2,838,197		-
Net loss				-		-		-		-
BALANCE April 30, 2012				21,554,945	$	21,555	$	2,838,197	$	-

(Continued)

See accompanying notes to consolidated financial statements.

F- 6

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Stockholders’ Deficit, continued

For the period from inception (August 18, 2006) through April 30, 2012

							Deficit
				Accumulated			Accumulated
	Prepaid			Other			During the
	Officer			Comprehensive			Development
	Compensation			Loss			Stage			Total
BALANCE April 30, 2009	$	(84,933	)	$	-		$	(1,127,652	)	$	(237,601	)
Common stock issued for:
consulting agreement		-			-			-			420,000
consulting agreement		-			-			-			210,000
oil and gas non-producing property		-			-			-			126,000
accounts payable		-			-			-			5,000
consulting agreement		-			-			-			15,000
consulting agreement		-			-			-			15,000
oil and gas producing property		-			-			-			192,500
consulting contract		-			-			-			183,000
cash		-			-			-			6,000
consulting agreement		-			-			-			32,000
consulting agreement - director fees		-			-			-			36,000
consulting agreement - director fees		-			-			-			12,000
officer compensation - director fees		-			-			-			9,600
Other comprehensive loss on available-for- sale securities		-			(1,000	)		-			(1,000	)
Amortize officer compensation		72,804			-			-			72,804
Net loss		-			-			(1,382,974	)		(1,382,974	)
BALANCE April 30, 2010		(12,129	)		(1,000	)		(2,510,626	)		(286,671	)
Recission of available-for-sale
securities transaction		-			1,000			-			1,000
Amortize officer compensation		12,129			-			-			12,129
Convertible note payable forgiven by related party		-			-			-			57,920
Common stock issued for:
Consulting agreement		-			-			-			8,500
Conversion of convertible notes payable		-			-			-			556,248
Net loss		-			-			(462,392	)		(462,392	)
BALANCE April 30, 2011		-			-			(2,973,018	)		(113,266	)
Net loss		-			-			(655,449	)		(655,449	)
BALANCE April 30, 2012	$	-		$	-		$	(3,628,467	)	$	(768,715	)

See accompanying notes to consolidated financial statements.

F- 7

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows

For the years ended April 30, 2012 and April 30, 2011 and the period

from inception (August 18, 2006) through April 30, 2012

							Inception
							(August 18, 2006)
							through
							April 30,
	2012			2011			2012
Operating activities
Net loss	$	(655,449	)	$	(462,392	)	$	(3,628,467	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		130			1,530			16,246
Non-cash compensation		-			266,754			1,414,291
Asset impairment		-			46,894			910,714
Bad debt expense		-			12,828			104,243
Changes in operating assets and liabilities:
Accounts receivable		(367	)		321			(96,424	)
Accrued interest income - stockholder		-			-			(900	)
Prepaid expenses and other assets		8,664			9,040			12,232
Accounts payable		66,756			24,693			365,503
Accrued expenses		222,913			37,076			309,887
Oil and gas proceeds due others		(368	)		(4,622	)		-
Advances from joint interest owners		-			(1,226	)		(9,643	)
Net cash used in operating activities		(357,721	)		(69,104	)		(602,318	)
Investing activities
Payments for oil and natural gas properties		-			(4,893	)		(166,311	)
Cash received in excess of cash paid to acquire North American Energy Resources, Inc.		-			-			119,830
Proceeds from sale of oil and natural gas properties		-			-			7,500
Payments for pipeline		-			-			(7,500	)
Net cash used in investing activities		-			(4,893	)		(46,481	)
Financing activities
Loan proceeds		-			-			48,750
Loans from officers and shareholders		392,810			17,500			523,660
Related party advances for working capital		(35,489	)		54,187			705
Cash contributions from shareholders		-			-			50,000
Sale of common stock		-			-			26,000
Net cash provided by financing activities		357,321			71,687			649,115
Net increase (decrease) in cash		(400	)		(2,310	)		316
Cash, beginning of period		716			3,026			-
&Cash, end of period	$	316		$	716		$	316

(Continued)

See accompanying notes to consolidated financial statements.

F- 8

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows, Continued

For the years ended April 30, 2012 and April 30, 2011 and the period

from inception (August 18, 2006) through April 30, 2012

					Inception
					(August 18, 2006)
					through
					April 30,
	2012		2011		2012
Supplemental cash flow information
Cash paid for interest and income taxes:
Interest	$	-	$	-	$	437
Income taxes				-		-
Non-cash investing and financing activities:
Common stock issued for:
Notes receivable	$	-	$	-	$	76,000
Oil and gas properties		-		-		303,670
Interest in pipeline		-		-		100,000
Loans to shareholders assumed		-		-		(371,000	)
Advance from joint interest participant assumed		-		-		(8,670	)
					$	100,000
Common stock issued for convertible note payable and accrued interest		-		556,248		591,778
Exchange of joint interest receivable for oil and natural gas properties		-		-		53,068
Common stock options granted		-		-		205,096
Common stock options cancelled		-		-		188,005
Common stock issued for consulting agreements		-		8,500		911,100
Unevaluated oil and gas properties		-		-		126,000
Proven oil and natural gas properties		-		-		192,500
Accounts payable		-		-		106,183
Chief executive officer compensation		-		-		155,200
Credit balance transferred from accounts receivable to accounts payable		-		-		1,068
Accounts receivable applied as payment on note payable to related party		-		-		4,572
Option exercises paid by reducing note payable to related party		-		-		75,250
Advance from shareholder converted to note		-		-		2,000
Accounts payable converted to convertible note payable		-		38,678		38,678

See accompanying notes to consolidated financial statements.

F- 9

ORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

Note 1:

Organization and summary of significant accounting policies

Organization

The consolidated financial statements include the accounts of North American Energy Resources (“NAEY”) and its wholly owned subsidiary North American Exploration, Inc. (“NAE”) (collectively the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

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.

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. 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 of the agreed amount by $1,300,000. 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. Accordingly, the total purchase price for NAE was 13,690,381 shares of common stock.

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.

Business

Development stage

Cash

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.

F- 10

Revenue recognition

We derive 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.

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, 2012 and 2011. 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, 2012 and 2011.

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, revenues are based on the arithmetic average of beginning of month prices for both years. Costs in effect at the time of the calculation for both years 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 an independent engineer for 2011. Due to the cost of obtaining a new reserve estimate for 2012 and the relative insignificance of the Company’s reserves, the Company updated the 2011 report for use in 2012. The Company recorded an impairment of $46,894 in 2011 and none in 2012.

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. The pipeline was written off at the end of 2010 and an asset impairment charge of $132,663 was recorded.

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, 2012 and 2011, there were no natural gas imbalances.

F- 11

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. Joint 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 oil and natural gas production against amounts owed by the joint interest owners. Accounts receivable are presented net of the related allowance for doubtful accounts.

In 2012 and 2011, the Company had cash deposits in certain banks that at times may have 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 received fees for the operation of jointly owned oil and natural gas properties and recorded such reimbursements as reductions of general and administrative expense. Such fees totaled approximately $3,000 in 2011 and none in 2012.

Oil and natural gas reserve estimates

The Company engaged an independent consultant to prepare its oil and natural gas reserves in 2011. 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 revenue projections on the arithmetic average of beginning of the month historical prices in 2012 and 2011. 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.

At April 30, 2012 and 2011, the Company had no accrued interest or penalties relating to any tax obligations. The Company currently has no federal or state examination in progress, nor has it had any federal or state examinations since its inception. The last three years of the Company’s tax years are subject to federal and state tax examination.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the deferred tax assets relating to the NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized.

F- 12

Earnings (loss) per common share

The Company is required 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, 2012 and 2011, 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.

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

The compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the financial statements. That cost will be measured based on the estimated fair value of the equity or liability instruments issued. The accounting literature 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.

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 available 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 consolidated 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.

Asset retirement obligations

The fair value of a liability for an asset retirement obligation is required to 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, 2012 and 2011 the Company has estimated that its share of the cost of plugging and abandoning its producing properties was $416 and $376, respectively.

F- 13

Impairment of oil and gas properties

Producing properties and significant unproved properties are assessed annually, or more frequently as economic events dictate, for potential impairment. Any impairment loss is the difference between the carrying value of the asset and its fair value. Fair value is calculated as the present value of estimated expected future cash flows from proved, probable and, as appropriate, possible reserves.

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. As of June 15, 2012, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company.

Note 2:

accounts and note receivable

Accounts receivable at April 30, 2012 and 2011 include the following:

	2012			2011

Natural gas sales, net	$	367		$	-
Note receivable		5,000			5,000
Allowance for doubtful accounts		(5,000	)		(5,000	)
	$	367		$	-

The Company received a note for $5,000 when it sold its oil properties and gas leases in Washington County, Oklahoma in the fall of 2010. The Company determined uncertainty about the collectability of the note exists and fully reserved the note balance at April 30, 2011.

Note 3:

PREPAID EXPENSES

The prepaid expense at April 30, 2011 represents the unamortized balance of Directors and Officers insurance in the amount of $8,664.

Note 4:

related party transactions

At April 30, 2012 and 2011, the Company owes its CEO and CFO the following amounts for expense reimbursements and cash advances.

	2012		2011

Chief executive officer	$	-	$	50,769
Chief financial officer		18,698		3,418
	$	18,698	$	54,187

In February 2010, the Company issued 120,000 shares of its common stock valued at $9,600 for director fees to its former CEO, issued 450,000 shares of its common stock valued at $36,000 to a Director for director fees and consulting services and issued 150,000 shares of its common stock valued at $12,000 to a company controlled by a Director for director fees and management services.

F- 14

Effective June 15, 2011, the Board of Directors approved compensation to begin accruing at the rate of $10,000 per month for each of the two listed executive officers. Beginning effective November 1, 2011, the compensation rate for Mr. Coldren increased to $20,833 per month and for Mr. Massara increased to $18,750 per month. Both agreed to discontinue accruing their salary effective January 31, 2012 until conditions improve.

Accrued expenses include the following:

	2012		2011

Accrued compensation due officers	$	208,750	$	-
Accrued interest due CEO		11,583		-
Amount due related parties		220,333		-
Other accrued expenses		994		-
Accrued interest - other		2,029		483
Asset retirement obligation		416		376
	$	223,772	$	859

Convertible note payable – officer

Interim financing for due diligence expenses and operations is being funded pursuant to a $500,000 multiple advance bridge loan provided to the Company by Clinton W. Coldren, CEO. In evidence of the loan, on November 3, 2011, the Company issued to Clinton W. Coldren that certain 8% Convertible Note in the principal amount of $500,000. The Convertible Note has a term of one year and is convertible, at the option of the Holder, into shares of common stock of the Company, in whole or in part at any time, at an initial conversion price equal to 130% of the volume-weighted average price of the common stock for the 50 trading days following October 31, 2011, subject to adjustment for distributions to shareholders, stock splits, reclassification of shares and tender or exchange offers. The Company does not have the right to prepay all or any portion of the Note prior to the Maturity Date.

Warrants

On December 15, 2010, the Board of Directors granted Warrants to its new Executive Team as described in Note 6 below.

Note 5:

CONVERTIBLE NOTES PAYABLE

Convertible notes payable at April 30, 2012 and 2011 consists of one convertible note in the amount of $38,678 with interest accruing at 4% per annum which is due January 6, 2013. The note is convertible into the Company’s common stock at the rate of $0.10 per share. The note consists of accounts payable to a consultant that was converted into the convertible note.

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, 2012 and 2011.

F- 15

COMMON STOCK

The Company has 100,000,000 shares of its $0.001 par value common stock authorized. At April 30, 2012 and 2011 the Company had 21,554,945 shares issued and outstanding.

WARRANTS

a)	Each Warrant shall entitle the owner to purchase one share of common stock of the Company. The warrants contain price protection when the shares will be used for an acquisition at a price lower than the conversion price in force. The anti dilution provision will not apply to financings done below the strike price.

b)	The Executive Team was granted three Warrant Certificates as follows:

	1.	Certificate #1 for 10,000,000 warrants with a strike price of $0.025 per share must be exercised within one year of the date Executive Team begins collecting salaries from the Company,

	2.	Certificate #2 for 10,000,000 warrants with a strike price of $0.04 per share and a Term of 5 years from the vesting date, and

	3.	Certificate #3 for 10,000,000 warrants with a strike price of $0.055 per share and a Term of 5 years from the vesting date.

c)	Other warrant terms are as follows:

	1.	Certificate #1 vests immediately, Certificate #2 shall vest upon execution of Certificate #1 and Certificate #3 shall vest upon execution of Certificate #1,

	2.	All Warrants may vest early if the Company has revenue of $12,500,000 total for two consecutive quarters and records a pre-tax net profit for the two quarters and other conditions including change in control, termination, etc.,

	3.	The Warrant Certificates may be allocated among the Executive Team as they so determine, and

	4.	The Warrants shall be registered in the first registration statement the Company files, subject to legal counsel approval.

CONTINGENT SHARES

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. The total purchase price of NAE was 13,670,381 shares.

F- 16

COMMON STOCK OPTIONS

The North American Energy Resources, Inc. 2008 Stock Option Plan (“Plan”) was filed on September 11, 2008 and reserved 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.

At April 30, 2012 and 2011, there are 1,242,333 shares available for grant. There was no activity in options during 2012 or 2011.

Note 7:

income taxes

The Company has not provided a deferred tax benefit or expense for the years ended April 30, 2012 and 2011, 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:

	2012			2011

“Normally expected” income tax benefit	$	(222,900	)	$	(157,200	)
State income taxes net of federal income tax benefit		(26,200	)		(18,500	)
Other		500			100
Valuation allowance		248,600			175,600
Total	$	-		$	-

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:

	2012			2011

Net operating loss carryforward	$	1,087,000		$	920,000
Accrued compensation and accrued interest		84,300			-
Depreciable/depletable property, plant and equipment		47,700			50,400
Bad debts		1,900			1,900
Valuation allowance		(1,220,900	)		(972,300	)
Total	$	-		$	-

At April 30, 2012, the Company has net operating loss carryforwards in the amount of approximately $3,272,000, which expire between 2027 and 2032.

F- 17

Note 8:

Going concern

The accompanying financial statements are prepared assuming the company will continue as a going concern. As of April 30, 2012, the Company’s current liabilities exceed its current assets by $770,891 and its total liabilities exceed its total assets by $768,715. The company has also incurred net losses since its inception. These factors, among others, raise substantial doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company expects to attempt to raise capital with private placements of common stock and borrow funds as necessary to implement its business plan.

Note 9:

ASSET IMPAIRMENTS

The Company recorded an asset impairment during the year ended April 30, 2011 in the amount of $46,894 due to a ceiling test limitation on oil and gas reserves, which resulted from selling the properties below book value.

Note 10:

SUBSEQUENT EVENT

The Company has evaluated events occurring after the date of these financial statements through July 12, 2012, the date that these financial statements were issued. There were no material subsequent events as of that date which would require disclosure in or adjustments to these financial statements.

Note 11:

supplementary oil and gas reserve information (unaudited)

The Company has an interest in a gas well in Texas County, Oklahoma at April 30, 2012 and 2011.

The Company engaged an independent consultant to prepare its year-end estimates of future net recoverable oil and natural gas reserves at April 30, 2011. Due to the cost involved and the relative limited value of the reserves, the Company incorporated the assumptions used by the independent consultant in 2011 and prepared its own estimate as of April 30, 2012. Estimated proved net recoverable reserves as shown below include only those quantities that can be expected to be commercially recoverable using the beginning of month average 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, 2012 and 2011 are summarized as follows:

	2012			2011

Proved oil and natural gas properties under full cost	$	2,358		$	2,358
Accumulated depreciation and amortization		(182	)		(52	)
	$	2,176		$	2,306

F- 18

Costs incurred in oil and natural gas producing activities for the year ended April 30, 2012 and 2011 are summarized as follows:

	2012		2011

Acquisition of proved properties	$	-	$	2,000
Development costs		-		2,893
	$	-	$	4,893

Amortization rate per equivalent BOE	$	1.03	$	1.04

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

	Oil (BBLs)			Gas (MCF)

Balance, April 30, 2010		2,250			-
Extensions and discoveries		-			-
Acquisition of producing reserves		-			13,611
Sale of producing reserves		(2,186	)		-
Revisions of estimates		-			-
Production		(64	)		(291	)
Balance, April 30, 2011		-			13,320
Production		-			(751	)
Revisions of estimates		0			110
Balance, April 30, 2012		-			12,679

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 the arithmetic average of beginning of month prices. 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.

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves at April 30, 2012 and 2011 are summarized as follows:

	2012			2011

Future cash inflows	$	35,375		$	39,580
Future production costs		(26,354	)		(28,840	)
Future income tax expenses		-			-
Future net cash flows		9,021			10,740
10% annual discount for estimated timing of cash flows		(4,350	)		(5,050	)
Standardized measure of discounted future net cash flows	$	4,671		$	5,690

F- 19

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, 2012 and 2011:

		2012			2011
Standardized measure of discounted future net cash flows at beginning of period	$	5,690		$	52,250
Changes during the period:
Sales of natural gas produced, net of production costs		(991	)		4,284
Net changes in prices and production costs		(28	)		6,247
Impairments		-			(46,984	)
Development costs incurred and revisions		-			2,893
Purchase of reserves in place		-			2,000
Sale of properties		-			(15,000	)
Net change		(1,019	)		(46,560	)
Standardized measure of discounted future net cash flows at end of period	$	4,671		$	5,690

Prices used in computing these calculations of future production of proved reserves were $2.79 and $2.97 per thousand cubic feet (MCF) of natural gas at April 30, 2012 and 2011, respectively.

F- 20

Item 9:

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A:

Controls and Procedures

Evaluation of disclosure controls and procedures

Under the PCAOB standards, a control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit the attention by those responsible for oversight of the company’s financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of April 30, 2012. Our management has determined that, as of April 30, 2012, the Company’s disclosure controls and procedures are effective.

Management’s report on internal control over financial reporting

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with the United States’ generally accepted accounting principles (US GAAP), including those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iii) 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.

Because of its inherent limitations, internal control over financial reporting 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.

Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in its Internal Control - Integrated Framework. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management has concluded that our internal control over financial reporting was effective as of April 30, 2012.

There were no significant changes in internal controls or in other factors that could significantly affect these controls during the quarter ended April 30, 2012.

Item 9B:

Other Information

Not applicable.

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 four Directors.

			DATE FIRST
NAME	AGE	POSITION	ELECTED/APPOINTED

Clinton W. Coldren	56	Chairman, Chief Executive Officer	December 15, 2010

Alan G. Massara	58	President, Chief Financial Officer	December 15, 2010

Michael D. Pruitt	51	Executive Vice President and Director	December 29, 2009

Larry D. Hall	69	Director	November 9, 2011

Clinton W. Coldren - Chairman and Chief Executive Officer - Mr. Coldren, brings 33+ years of oil and gas management, financial and operational experience to the Company. For most of these years he focused on domestic operating basins, specifically the Louisiana and Texas Gulf coast. He has held management positions with Gulf Oil/Chevron and CNG Producing. Mr. Coldren has had great success as a company builder - he founded Cenergy Corporation, an oil and gas consulting company, and was a founding member of Energy Partners, Ltd., which became a publicly traded company focused on the shallow-water region of the Gulf of Mexico. At Energy Partners, he held several senior positions, including Executive Vice President and Chief Operating Officer. Mr. Coldren then founded Coldren Oil & Gas Company LP, where he was Director, President and CEO for this Gulf of Mexico oil and gas company. Most recently he did a start-up, Bayou Bend Petroleum, a publicly traded exploration company where he was Director, President and CEO. These were all successful companies completing major acquisitions and transactions up to $500 Million in the Gulf region. In 1977 Mr. Coldren graduated from Lehigh University with a degree in Mechanical Engineering. He later received his MBA from the University of Pittsburgh in 1992.

Alan G. Massara - President, Chief Financial Officer and Director - Mr. Massara, has over 35 years of experience primarily in energy and investment banking. Alan has raised over $2.5 Billion in privately placed debt and equity and he has provided M&A, lending and advisory services to over 2 dozen companies ranging in size from $1 Million to over $1 Billion. Mr. Massara’s energy career began as a petroleum engineer in the Gulf of Mexico with Gulf Oil Corp. This initial exposure included reservoir engineering, drilling, workovers, platform and equipment design and strategic planning. Moving to the corporate headquarters of Texaco Inc. he managed many overseas exploration and production ventures. This included negotiating one of the first concessions with the Peoples Republic of China, and managing operations in Spain, the Netherlands, Egypt and Indonesia. During his oversight of Texaco’s Australian subsidiary its earnings grew from a loss to over $100 Million profit. Moving to Wall Street he became a VP in Citicorp’s Global Mergers and Acquisitions Group providing advisory services throughout the upstream energy and utility industries. Subsequently as an SVP for ING Barings, he expanded the energy group from mezzanine lending to merchant banking. Most recently he was CEO of Four Springs Energy LLC., and President of Natural Resources Advisors, Inc. In 1975 Mr. Massara graduated from Lehigh University with a degree in Civil Engineering. He later received his MBA in Finance and Strategic Planning from the Wharton Business School in 1979.

Michael D. Pruitt - Director - Mr. Pruitt is a long-time entrepreneur with a proven track record, possesses the expertise to evaluate potential investments, form key relationships and recognize a strong management team. Mr. Pruitt founded Avenel Financial Group, a boutique financial services firm concentrating on emerging technology company investments. The business succeeded immediately, and in order to grow Avenel Financial Group to its full potential and better represent the company’s ongoing business model, he formed Avenel Ventures, an innovative technology investment and business development company. In the late 1980s, Mr. Pruitt owned Southern Cartridge, Inc., which he eventually sold to MicroMagnetic, Inc., where he continued working as Executive Vice President and a Board member until Southern Cartridge was sold to Carolina Ribbon in 1992. From 1992 to 1996, Mr. Pruitt worked in a trucking firm where he was instrumental in increasing revenues from $6 million to $30 million. The firm was sold in 1996 to Priority Freight Systems. Between 1997 and 2000, Mr. Pruitt assisted several public and private companies in raising capital, recruiting management and preparing companies to go public or be sold. He was the CEO, President and Chairman of the Board of Onetravel Holdings, Inc. (formerly RCG Companies), a publicly traded holding company formerly listed on the AMEX. Mr. Pruitt received a Bachelor of Arts degree from Coastal Carolina University in Conway, South Carolina, where he sits on the Board of Visitors of the Wall School of Business. Mr. Pruitt is currently a director and Chief Executive Officer of Chanticleer Holdings, Inc. and Efftec International, Inc.

Larry D. Hall - Director – Mr. Hall previously served as Chairman/CEO and COO of KN Energy, Inc. a diversified and integrated natural gas company. Under his leadership KN Energy, Inc. grew from approximately $450 Million in assets to over $9 Billion in assets through growth in the business and strategic acquisitions of companies and assets. Mr. Hall obtained a Bachelor of Arts in Business and a Juris Doctor degree, with honors, from the University of Nebraska. During his time at KN Energy he also represented the company before the Federal Energy Regulatory Commission and state regulatory agencies in the states of Colorado, Wyoming, Kansas, Nebraska, Oklahoma and Texas. Mr. Hall was Vice Chairman of, and on the Board of Directors of, the Interstate Natural Gas Association of America and also served as Director of the Colorado Association Commerce and Industry, Mountain States Employers’ Council, Inc. and the Public Education and Business Coalition

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. The Company is unaware of any late filings.

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 two years ended April 30, 2012.

Annual Compensation

				Option		Stock
Name and Principal Position	Year		Salary		Awards		Awards		Total

Clinton W. Coldren (CEO since	2012	$	107,500	$	-	$	-	$	107,500
December 15, 2010) (a)	2011	$	-	$	-	$	-	$	-

Ross E. Silvey (CEO from	2012	$	-	$	-	$	-	$	-
June 2008 until December 2010)	2011	$	-	$	-	$	12,129	$	12,129

Alan G. Massara (CFO since	2012	$	101,250	$	-	$	-	$	101,250
December 15, 2010) (a)	2011	$	-	$	-	$	-	$	-

(a)	Salaries in 2012 were accrued and unpaid at April 30, 2012.

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. Compensation levels and amounts are determined by the Board of Directors based on amounts paid to executives in similar sized companies with similar responsibilities.

As a part of their initial compensation, on December 15, 2010, the new Executive Team, consisting of Mr. Coldren and Mr. Massara, was granted Warrants with the following primary terms and conditions. The strike price exceeded the market price when the Warrants were granted.

a)	Each Warrant shall entitle the owner to purchase one share of common stock of the Company. The warrants contain price protection when the shares will be used for an acquisition at a price lower than the conversion price in force. The anti dilution provision will not apply to financings done below the strike price.

b)	The Executive Team was granted three Warrant Certificates as follows:

	1.	Certificate #1 for 10,000,000 warrants with a strike price of $0.025 per share must be exercised within one year of the date Executive Team begins collecting salaries from the Company,

	2.	Certificate #2 for 10,000,000 warrants with a strike price of $0.04 per share and a Term of 5 years from the vesting date, and

	3.	Certificate #3 for 10,000,000 warrants with a strike price of $0.055 per share and a Term of 5 years from the vesting date.

c)	Other warrant terms are as follows:

	1.	Certificate #1 vests immediately, Certificate #2 shall vest upon execution of Certificate #1 and Certificate #3 shall vest upon execution of Certificate #1,

	2.	All Warrants may vest early if the Company has revenue of $12,500,000 total for two consecutive quarters and records a pre-tax net profit for the two quarters and other conditions including change in control, termination, etc.,

	3.	The Warrant Certificates may be allocated among the Executive Team as they so determine, and

	4.	The Warrants shall be registered in the first registration statement the Company files, subject to legal counsel approval.

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 $145,600 value was included as compensation when earned by Mr. Silvey with $60,667 recorded in the fiscal year ended April 30, 2009, $72,804 recorded in the fiscal year ended April 30, 2010 and the balance of $12,129 recorded in the fiscal year ended April 30, 2011.

Outstanding Equity Awards at Fiscal Year-End

The Executive Team, consisting of Mr. Coldren and Mr. Massara, had the option to allocate the warrants as they deem appropriate. The warrants have been allocated equally between the two.

	Number of		Number of
	Securities		Securities
	Underlying		Underlying		Option
	Unexpired		Unexpired		Exercise		Option
		Options (#)		Options (#)		Price		Expiration
Name		Exercisable		Unexercisable		($)		Date

Clinton W. Coldren		5,000,000		-	$	0.025		(a)
		-		5,000,000	$	0.040		(b)
		-		5,000,000	$	0.055		(b)

Alan G. Massara		5,000,000		-	$	0.025		(a)
		-		5,000,000	$	0.040		(b)
		-		5,000,000	$	0.055		(b)

(a)

The first warrant expires one year after the Executive Team begins collecting salaries from the Company.

(b)

The second two options vest upon execution of the $0.025 warrant and expire five years from that date.

EMPLOYMENT AGREEMENTS

The new Executive Team agreed to defer any salary during the initial six months of their employment. Effective June 15, 2011, the Board of Directors approved compensation to begin accruing at a rate of $10,000 per month for each of the two listed executive officers. Beginning effective November 1, 2011, the compensation rate for Mr. Coldren increased to $20,833 per month and for Mr. Massara increased to $18,750 per month. Both agreed to discontinue accruing their salary effective January 31, 2012 until conditions improve. All salary remains unpaid.

Appropriate employment agreements will be developed within six months of completion of a major acquisition. 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.	Compensation of directors

Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 April 30, 2012 and June 15, 2012, there were 21,554,945 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.

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, 2012.

	Name and Amount and
	address	nature of
	of beneficial	beneficial		Percent
Title of class	owner	owner		of class

Common	Clinton W. Coldren (1)		15,000,000		41.0	%
	1535 Soniat St
	New Orleans, LA 70115

Common	Alan G. Massara (1)		15,000,000		41.0	%
	1535 Soniat St.
	New Orleans, LA 70115

Common	Michael D. Pruitt (2)		2,992,577		13.9	%
	11220 Elm Lane, Ste 203
	Charlotte, NC 28277

Common	All officers and directors		32,992,577		64.0	%
	as a group (3 persons)

(1) Mr. Coldren and Mr. Massara are parties to a warrant agreement described in Item 10 above. The total warrants in the plan of 30,000,000 are split equally between the two in the table above.

(2) The shares beneficially owned by Mr. Pruitt include 352,137 shares owned by Avenel Financial Group, Inc. which is wholly owned by Mr. Pruitt; 700,000 shares owned by Chanticleer Holdings, Inc. of which Mr. Pruitt is Chief Executive Officer, a director and 15% owner; and 1,940,440 shares owned by Avenel Ventures, LLC, which is wholly owned by Chanticleer Holdings, Inc.

Equity Compensation Plan Information

				Number of securities
				remaining available for
				future issuance under
	Number of securities to be		Weighted-average exercise	equity compensation
	issued upon exercise of		price of outstanding	plans (excluding
		outstanding options,	options, warrants	securities reflected
Plan category		warrants and rights	and rights	in the first column

Equity compensation plans approved by security holders		-		1,242,333

Equity 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 reserved 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. No options were granted during the two years ended April 30, 2012 and 2011.

Item 13:

Certain Relationships and Related Transactions and director independence

At April 30, 2012 and 2011, the Company owes its CEO and CFO the following amounts for expense reimbursements.

	2012		2011

Chief executive officer	$	-	$	50,769
Chief financial officer		18,698		3,418
	$	18,698	$	54,187

Accrued expenses include the following:

	2012		2011

Accrued compensation due officers	$	208,750	$	-
Accrued interest due CEO		11,583		-
Amount due related parties		220,333		-
Other accrued expenses		994		-
Accrued interest - other		2,029		483
Asset retirement obligation		416		376
	$	223,772	$	859

Convertible note payable – officer

Interim financing for due diligence expenses and operations is being funded pursuant to a $500,000 multiple advance bridge loan provided to the Company by Clinton W. Coldren, CEO. In evidence of the loan, on November 3, 2011, the Company issued to Clinton W. Coldren that certain 8% Convertible Note in the principal amount of $500,000. The Convertible Note has a term of one year and is convertible, at the holder’s option, into shares of common stock of the Company, in whole or in part at any time, at an initial conversion price equal to 130% of the volume-weighted average price of the common stock for the 50 trading days following October 31, 2011, subject to adjustment for distributions to shareholders, stock splits, reclassification of shares and tender or exchange offers. The Company does not have the right to prepay all or any portion of the Note prior to the Maturity Date.

Warrants

On December 15, 2010, the Board of Directors granted Warrants to its new Executive Team as described in Note 6 below.

Director Independence

We undertook a review of the independence of our directors and, using the definitions and independence standards of directors provided in the rules of The Nasdaq Stock Market, although not required as the standard for the Company as it is traded on the Over-the-Counter Market considered whether any director has a material relationship with us that could interfere with his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, we determined that Larry D. Hall is an “independent director” as defined under the rules of The Nasdaq Stock Market as of April 30, 2012.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees – The aggregate fees billed as of May 31, 2011 for professional services rendered by the Company’s accountant was approximately $10,945 and $13,930 for the audit of the Company’s annual financial statements and the quarterly reviews for the fiscal years ended April 30, 2012 and 2011. The costs for the audit of 2010 is included in the 2011 amount and the cost of the 2011 audit is included in the 2012 amount.

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.

part iv

ITEM 15:

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
		●	Consolidated Balance Sheets at April 30, 2012 and 2011
		●	Consolidated Statements of Operations – For the years ended April 30, 2012 and 2011 and from inception (August 18, 2006) through April 30, 2012
		●	Consolidated Statements of Stockholders’ Deficit - From inception (August 18, 2006) through April 30, 2012
		●	Consolidated Statements of Cash Flows – For the years ended April 30, 2012 and 2011 and from inception (August 18, 2006) through April 30, 2012
		●	Notes to the Consolidated Financial Statements

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

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		Description

3.1		Articles of Incorporation (Amendment dated April 27, 2009) **
3.2		By-Laws **
4.1		Form of Specimen of common stock *
4.2		Form of Warrant *
10.1		Stock Purchase Agreement dated July 24, 2008 (incorporated by reference to Form 8-K filed August 1, 2008)
10.2		North American Energy Resources, Inc. 2008 Stock Option Plan (incorporated by reference to Form S-8 filed September 11, 2008)
10.3		Assignment and Bill of Sale for purchase of Teas County, Oklahoma gas well **
10.4		Warrant Agreement dated December 10, 2010 **
10.5.1		Warrant Agreement NAEY001A with Clinton Coldren dated December 14, 2010 **
10.5.2		Warrant Agreement NAEY002A with Clinton Coldren dated December 14, 2010 **
10.5.3		Warrant Agreement NAEY003A with Clinton Coldren dated December 14, 2010 **
10.6.1		Warrant Agreement NAEY001B with Alan Massara dated December 14, 2010 **
10.6.2		Warrant Agreement NAEY002B with Alan Massara dated December 14, 2010 **
10.6.3		Warrant Agreement NAEY003B with Alan Massara dated December 14, 2010 **
10.7		Warrant Agreement NAEY 004 with Larry Hall dated November 10, 2011 **
23.1		Consent of Christopher Energy, LLC **
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
99.1		Christopher Energy, LLC reserve estimate effective May 1, 2011 **

Incorporated by reference to Form SB-2 filed March 14, 2007

attached herewith

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.

May 13, 2013		/s/ Clinton W. Coldren
		Clinton W. Coldren, Chairman and CEO

May 13, 2013		/s/ Alan G. Massara
		Alan G. Massara, President 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.

May 13, 2013		/s/ Clinton W. Coldren
		Clinton W. Coldren, Chairman and CEO

May 13, 2013		/s/ Alan G. Massara
		Alan G. Massara, President and CFO

May 13, 2013		/s/ Michael D. Pruitt
		Michael D. Pruitt, Director

May 13, 2013		/s/ Larry D. Hall
		Larry D. Hall, Director

EXHIBIT 3.1

Certified Copy

May 4, 2009

Job Number:	C20090504-0104
Reference Number:	00002275376-62
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20060535081-40	Articles of Incorporation	3 Pages/1 Copies
20090348105-22	Amendment	1 Pages/1 Copies

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

MARKED MINERAL EXPLORATION, INC.

Additional Articles

Section 1. Capital Stock

The aggregate number of shares that the Corporation will have authority to issue is Two Hundred Million (200,000,000), of which One Hundred Million One Hundred Million (100,000,000) shares will be preferred stock, with a par value of $0.001 per share.

The Preferred Stock may be divided into and issued in series. The Board of Directors of the Corporation Is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation is authorized, within any limitations prescribed by law and this Article, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock including but not limited to the following.

(a) The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

(b) Whether shares may be redeemed, and, if so. the redemption price and the terms and conditions of redemption;

(d) Sinking fund or other provisions, if any, for the redemption or purchase of shares;

(e) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

(f) Voting powers, if any, provided that if any of the Preferred Stock or series thereof shall have voting rights, such Preferred Stock or series shall vote only on a share for share basis with the Common Stock on any matter, including but not limited to the election of directors, for which such Preferred Stock or series has such rights; and

(g) Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, If any, of shares or such series as the Board of Directors of the Corporation may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

The Corporation shall not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of Common Stock or other class of stock Junior to the Preferred Stock as to dividends or upon liquidation) in respect of Common Stock, or other class of stock Junior to the Preferred Stock, nor shall it.redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of Preferred Stock for the current period (and in the case of cumulative dividends, If any, payable to holders of Preferred Stock for the current period and In the case of cumulative dividends. If any, for all past periods) have been paid, are being paid or have been set aside for payment, In accordance with the terms of the Preferred Stock, as fixed by the Board of Directors.

In the even of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to receive, before any payment or distribution on the Common Stock or any other class of stock Junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such Preferred Stock plus, If so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease or exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be a liquidation for the purposes of this Article.

Section 2. Board of Directors

(a) Number of Directors. The number of the directors constituting the entire Board will be not less than one (1) nor more than fifteen (15) as fixed from time to time by vote of the majority of the entire Board, provided, however, that the number of directors will not be reduced so as to shorten the term of any director at the time in office.

(b) Vacancies. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase In the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen will hold office during the remainder of the term of office of the resigning director.

Section 3. Acquisition of Controlling Interest

The Corporation elects not to be governed by NRS 78.378 to 78.3793, Inclusive.

Section 4. Combinations with Interest Stockholders

The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.

Section 5. Liability

To the fullest extent permitted by NRS 78, a director or officer of the Corporation will not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for:

(a) acts or omissions which involve intentional misconduct fraud or a knowing violation of law; or

(b) the payment of distributions in violation of NRS 78.300, as amended.

Any amendment or repeal of this Section 5 will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.

Section 6. Indemnification

(a) Right to Indemnification. The Corporation will indemnify to the fullest extent permitted by law any person (the “Indemnitee”) made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding.

(b) Inurnment. The right to indemnification will Inure whether or not the claim asserted is based on matters that predate the adoption of this Section 6, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives.

(c) Non-exclusivity of Rights. The right to Indemnification and to the advancement of expenses conferred by this Section 0 are not exclusive of any other rights that an Indemnitee may have or acquire under any statute, bylaw, agreement, vote of stockholders or disinterested directors, these Articles of Incorporation or otherwise.

(d) Other Sources. The Corporation’s obligation, if any, to Indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other entity.

(e) Advancement of Expenses. The Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with defending any proceeding for which he or she is indemnified by the Corporation, In advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses.


Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

NORTH AMERICAN ENERGY RESOURCES, INC. E0618992006-3

2. The articles have been amended as follows: (provide article numbers, if available)

ARTICLE III

Each fifty (50) shares of outstanding Common Stock as of April 27, 2009 shall be deemed to be one (1) share of Common Stock of the Corporation. Any fractional shares shall be rounded to the nearest whole number.

The total authorized shares shall be as follows:

Common Stock $.001 par value	100,000,000 shares authorized
Preferred Stock $.001 par value	100,000,000 shares authorized

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 63 9%

4. Effective date of filing: (optional)	4/27/09
	(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

*lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Amend Profit-After
Revised: 7-1-08

BYLAWS

NORTH AMERICAN ENERGY RESOURCES, INC .

ARTICLE I - OFFICES

Section 1. Principal Office. The principal office for the transaction of the business of the corporation is hereby fixed and located at 1535 Soniat Street, New Orleans Louisiana 70115. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said county. Any such change shall be noted in the Bylaws by the Secretary, opposite this section, or this section may be amended to state the new location. As used herein and through these Bylaws, the term “principal office” shall not necessarily be deemed to refer to the Corporation’s registered office, although it may be the same location as the Corporation’s registered office.

Section 2. Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business or the business of the Corporation may require.

ARTICLE II - MEETINGS OF THE SHAREHOLDERS

Section 1. Place of Meetings. All annual meetings of shareholders and all other meetings of shareholders shall be held either at the principal office of the Corporation or at any other place within or without the State of Nevada as may be designated either by the Board of Directors pursuant to authority hereinafter granted to said Board or by the written consent of the shareholder entitled to vote at such meeting holding at least a majority of such shares. Such vote may be given either before or after the meeting and filed with the Secretary of the Corporation.

Section 2. Shareholder Meetings. Shall occur at a frequency as required by the Corporation’s listing exchange or annually if the Board of Directors requires an annual meeting. The annual meetings of shareholders shall be held on:

The First Friday in July provided, however, that should said day fall on a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full business day. Any such annual meeting may be held at any other time which may be designated in a resolution by the Board of Directors or by the written consent of the shareholders entitled to vote at such meeting holding at least a majority of such shares. At such annual meeting, directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders to transact and which may be properly brought before the meeting.

Written notice of each annual meeting shall be given to each shareholder entitled to vote (unless such call and notice is waived by the unanimous consent of the shareholders), either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice.

If a shareholder gives no address, notice shall be deemed to have been given him if sent by mail or other means of written communication addressed to the place where the principal office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be sent to each shareholder entitled thereto not less than ten (10) nor more than sixty (60) days before each annual meeting. Such notices shall specify the place, the day and the hour of such meeting and shall state such other matters, if any, as may be expressly required by statute.

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time by the Chief Executive Officer (“CEO”) , or by resolution of the Board of Directors, or by one or more shareholders holding not less than one-third (1/3) of the issued and outstanding voting shares of the Corporation, or such meeting may be held at any time without call or notice upon unanimous consent of the shareholders.

Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner and pursuant to the same notice provisions as for annual meetings of shareholders. Notices of any special meeting shall state, in addition to the place, day and hour of such meeting, the purpose or purposes of the meeting. Business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice.

Section 4. Voting List. The officer who has charge of the stock ledger of the Corporation shall, before each shareholder’s meeting, prepare a list of all persons entitled to represent shares at such meeting, arranging the names alphabetically, with the addresses of each shareholder and the number of shares entitled to be voted by each shareholder set forth opposite their respective names. Such list and the share ledger, or a true and correct copy thereof, shall be open to the examination of any shareholder, for any purpose germane to the meeting, during regular business hours, for a period of at least ten (10) days immediately preceding the convening of said shareholders’ meeting and until the close of such meeting and they shall be subject to inspection at any time during such period by any shareholder or person representing a shareholder. The list and share ledger shall be open for examination at the place specified in the notice where said meeting is to be held.

Section 5. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote at a meeting, whether present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or the Certificate of Incorporation of the Corporation. When a quorum is present at any meeting, a majority of the shares represented thereat and entitled to vote thereat shall decide any question brought before such meeting. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 6. Adjourned Meeting and Notice thereof. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting.

When any shareholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken.

Section 7. Organization. The CEO shall call the meeting of shareholders to order and shall act as Chairman of such meetings unless the shareholders present should designate another person as Chairman. The Secretary of the Corporation shall act as Secretary at all meetings of shareholders, but in the event of his absence or failure to act, the Chairman shall appoint another person to act as Secretary Pro Tem.

Section 8. Order of Business. The order of business at the annual meeting, and so far as practicable at all other meetings of the shareholders, shall be as follows:

(1) Calling meeting to order;

(2) Calling of roll and checking proxies;

(3) Proof of notice of meeting;

(4) Reading of any unapproved minutes;

(5) Reports of officers;

(6) Reports of committees;

(7) Election of directors;

(8) Unfinished business;

(9) New business; and

(10) Adjournment.

Section 9. Voting. At each meeting of the shareholders, each shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribed by such shareholder and bearing a date not more than three (3) years prior to said meeting, unless said instrument provides definitely for a longer period. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his name on the books of the Corporation, except that the Board of Directors may fix a time, not more than sixty (60) days nor less than ten (10) days preceding the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of and to vote at such meeting, and in such case only registered shareholders on the date so fixed shall be entitled to notice of such meeting, notwithstanding any transfer of any shares on the books of the Corporation after any record date so fixed. The Board of Directors may close the books of the Corporation against any transfers of shares during any shareholders’ meeting or during any adjournment thereof; and the Board of Directors may close the books against any transfers of shares during the whole or any part of the period during which the books may be closed under the provisions of this paragraph. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot. All elections shall be had and all questions decided by a majority vote.

Section 10. Consent of Absentees. The transaction of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had as a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person, or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consent or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

If a shareholder does not receive notice of a meeting, but attends and participates in the meeting, he shall be deemed to have waived notice of the meeting.

Section 11. Action without Meeting. Any action which, under provisions of the laws of the State of Nevada or under the provisions of the Articles of Incorporation or under these Bylaws may be taken at a meeting of the shareholders, may be taken without a meeting if a record or memorandum thereof be made in writing and signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Such record or memorandum shall be filed with the Secretary of the Corporation and made a part of the corporate records. Notice of the taking of such action, if by less than unanimous written consent, shall be given within five (5) days of the taking of such action to those shareholders who have not consented in writing.

Section 12. Proxies. Any shareholder entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by proxy. The appointment of a proxy shall be in writing and signed by the shareholder but shall require no other attestation and shall be filed with the Secretary of the Corporation at or prior to the meeting. In no event shall a proxy be appointed for a period of more than seven (7) years. If any shareholder appoints two or more persons to act as proxies and if the instrument does not otherwise provide, then a majority of such persons present at the meeting, or if only one shall be present, then that one shall have and may exercise all of the power conferred by such instrument upon all of the persons so appointed; and if such proxies be equally divided as to the right and manner of voting in any particular case, the vote shall be divided among the proxies. Any person holding shares in a representative or fiduciary capacity which he may represent in person may represent the same by proxy and confer general or discretionary power upon such a proxy. The authority of a proxy if not coupled with an interest may be terminated at will. Unless otherwise provided in the appointment, the proxy’s authority shall cease eleven (11) months after the appointment. The termination of a proxy’s authority by act of the shareholder shall, subject to the time limitation herein set forth, be ineffective until written notice of the termination has been given to the Secretary of the Corporation. Unless otherwise provided therein, an appointment filed with the Secretary shall have the effect of revoking all proxy appointments of prior date. A proxy’s authority shall not be revoked by the death or incapacity of the maker unless before the vote is cast or the authority is exercised, written notice of such death or incapacity is given to the Corporation.

Section 13. Inspectors of Election. In advance of any meeting of shareholders, the Board of Directors may appoint Inspectors of Election to act at such meeting or any adjournment thereof. If Inspectors of Election be not so appointed, the Chairman of any such meeting may, and on the request of any share holder or his proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the Chairman. An inspector need not be a shareholder of the Corporation, but no person who is a candidate for office of the Corporation shall act as an inspector.

The duties of such inspectors shall include: determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III - DIRECTORS

Section 1. Powers. Subject to limitations of the Articles of Incorporation, of the Bylaws and of the laws of the State of Nevada as to action to be authorized or approved by the shareholders, and subject to the duties of directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general power, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to-wit:

First: To select and remove all officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the Bylaws, fix their compensation and require from them security for faithful service.

Second: To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with law, or with the Articles of Incorporation or the Bylaws, as they may deem best.

Third: To change the principal office for the transaction of the business of the Corporation from one location to another within the same county as provided in Article I, Section 1, hereof; to designate any place within or without the State of Louisiana for the holding of any shareholders’ meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

Fourth: To authorize the issue of shares of stock of the Corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities cancelled, or tangible or intangible property actually received, or in the case of shares issued as a dividend against amounts transferred from surplus to stated capital.

Fifth: To borrow money and incur indebtedness for the purpose of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidences of debt and securities therefor.

Section 2. Number. Election and Term of Office. The number of directors which shall constitute the whole Board shall be not less than one (1). The shareholders at any annual meeting may determine the number which shall constitute the Board and the number so determined shall remain fixed until changed at a subsequent annual meeting. The directors shall be elected at each annual meeting of the shareholders; however, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected.

Section 3. Qualification. A director need not be a shareholder of the Corporation.

Section 4. Vacancies. Vacancies in the Board of Directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 5. Resignations. Any director may resign at any time by giving written notice of his resignation to the Board or Chairman of the Board or the CEO or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If the Board of Directors accepts the resignation of a director rendered to take effect at a future time, the Board, including the director who has tendered his resignation, shall have power to elect a successor to take office when the resignation is to become effective.

Section 6. Removal. The entire Board of Directors or any individual director may be removed from office with or without cause by vote of shareholders holding a majority of the outstanding shares entitled to vote at any annual or special meeting of shareholders. In case the entire Board or any one or more directors be so removed, new directors may be elected at the same meeting of shareholders.

Section 7. When Board May Declare Vacancies. The Board of Directors shall declare vacant the office of a director if he be declared of unsound mind by an order of court or convicted of a felony, or may do so within sixty (60) days after notice of his election if he does not attend a meeting of the Board of Directors.

Section 8. Place of Meeting. Regular meetings of the Board of Directors shall be held at any place within or without the State of Nevada which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated, at the principal office or electronically.

Section 9. Regular Meetings. A regular annual meeting of the Board of Directors for the purpose of election of officers of the Corporation and the transaction of any other business coming before such meeting shall be held each year immediately following the adjournment of the annual shareholders’ meeting, if such meeting is held, and no notice of such meeting to the elected director shall be necessary in order to legally constitute the meeting, provided a majority of the whole Board shall be present. If a majority of the Board shall not be present, then such regular annual meeting may be held at such time as shall be fixed by the consent, in writing, of all of the directors. Other regular meetings of the Board may be held without notice at such time as shall from time to time be determined by the Board.

Section 10. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the Chief Executive Officer or, if he is absent or unable to act, by the President or by any two directors. No business shall be considered at any special meeting other than the purposes mentioned in the notice given to each director of the meeting, except upon the unanimous consent of all directors.

Section 11. Notice of Special Meetings. Written or electronic notice of the time, place and the purposes of all special meetings shall be delivered personally to each director or sent to each director by mail or by other form of communication, charges prepaid, addressed to him at his address as shown on the records of the Corporation or, if it is not so shown on the records or is not readily ascertainable, at the place where meetings of the directors are regularly held. In case such notice is mailed, it shall be deposited in the United States Mail in the place in which the principal office of the Corporation is located at least five (5) days prior to the time of the holding of the meeting. In case such notice is delivered electronically as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, or electronic delivery as above provided shall be due, legal and personal notice to such director.

Section 12. Waiver of Notice. Any actions taken or approved at any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken or approved at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate record or made a part of the minutes of the meeting. If a director does no receive notice of a meeting, but attends and participates in the meeting, he shall be deemed to have waived notice of the meeting.

Section 13. Quorum. At all meetings of the Board, a quorum shall consist of a majority of the entire number of directors and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws and except to adjourn as hereinafter provided. When the Board consists of one director, then one director shall constitute a quorum.

Section 14. Adjournment. A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum at either a regular or special meeting, the directors may adjourn to a later date but may not transact any business until a quorum has been secured. At any adjourned meeting at which a required number of directors shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 15. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Section 16. Fees and Compensation, Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses as may be fixed or determined by resolution of the Board.

Section 17. Manifestation of Dissent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or unless such director shall forward his dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who votes in favor of such action.

Section 18. Action without Meeting. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if all members of the Board shall individually or collectively consent to such action by signing a written record or memorandum thereof. Such record or memorandum shall have the same effect as a unanimous vote of the Board of Directors and shall be filed with the Secretary of the Corporation and made a part of the corporate records.

ARTICLE IV - COMMITTEES

Section 1. Designation. The Board of Directors may, by resolution passed by a three- fifths vote of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which to the extent provided in the resolution and permitted by law shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except where action of the Board of Directors is required by law, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2. Meetings. Each committee shall meet at such times as may be fixed by the committee or on the call of the CEO. Notice of the time and place of the meeting shall be given to each member of the committee in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Each committee shall keep regular minutes of its proceedings which shall be reported to the directors at their next annual meeting.

Section 3. Quorum and Voting. A majority of the members of a committee shall constitute a quorum for the transaction of business. The act of three fifths of the members of the committee present it a meeting at which a quorum is present shall be the act of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint any such absent or disqualified member. At all meetings of a committee, each member present shall have one (1) vote which shall be cast by him in person.

Section 4. Waiver of Notice. Any actions taken or approved at any meeting of a committee, however called and notice or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the members not present signs a written waiver of notice or a consent to holding such meetings or at approval of the minutes thereof.

Section 5. Removal. The entire committee or any individual member thereof may be removed from the committee with or without cause by unanimous vote of the Board of Directors.

Section 6. Vacancies. Notwithstanding Section 4 above, the Board of Directors shall fill all vacancies in a committee which may occur from time to time. An absence from a meeting does not constitute a “vacancy” as the term is used herein.

Section 7. Action without Meeting. Any action which might be taken at a meeting of the committee may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all members of the committee.

ARTICLE V - OFFICERS

Section 1. Officers. Unless otherwise stated in a resolution adopted by the Board of Directors, the officers of the Corporation shall be a Chief Executive Officer, President, Chief Financial Officer, and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices; provided, however, that no person shall at the same time hold the offices of President and Secretary or the offices of the President and Vice President.

Section 2. Election. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 3. Subordinate Officers. The Board of Directors may appoint, and may empower the CEO to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof, or, except in case of any officer chosen by the Board of Directors, by any officer upon whom such power of removal, may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors, or to the CEO, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any alternate time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in an office because of death, resignation, removal disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

Section 6. Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall if present, preside at all meetings of the Board of Directors and exercise and perform all other powers and duties as may be from time to time assigned to him by the Board of Director: or prescribed by the Bylaws.

Section 7. Chief Executive Officer. Subject to such powers and duties, if any, as may be assigned by the Board of Directors to the Chairman of the Board, if there be such an officer, shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation, including:

(a) He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors.

(b) He shall sign or countersign, as may be necessary, all such bills, notes, checks, contracts and other instruments as may pertain to the ordinary course of the Corporation’s business and shall, with the Secretary, sign the minutes of all shareholder’ and directors’ meetings over which he may have presided.

(c) He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

(d) At the annual meeting of the shareholders, he shall submit a complete report of the operations of the Corporation’s affairs as existing at the close of each year and shall report to the Board of Directors from time to time all such matters coming to his attention and relating to the interest of the Corporation as should be brought to the attention of the Board.

(e) He shall be an ex officio member of all standing committees, if any; and he shall have such usual powers and duties of supervision and management as may pertain to the office of the President and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 8. President. The President shall be the executive officer of the Corporation next in authority to the Chairman of the Board and the CEO, both of whom he shall assist in the management of the business of the Corporation and the implementation of orders and resolutions of the Board of Directors. In the absence of the Chairman of the Board and the CEO, he shall preside at all meetings of the shareholders and of the directors, and shall exercise all other powers and perform all other duties of the Chairman of the Board and the CEO; he shall be ex officio a member of all standing committees; and he shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 9. Vice President. In the absence or disability of the CEO, the President, the Vice President designated by the Board of Directors, shall perform all the duties of the CEO and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the CEO. The President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 10. Secretary. The Secretary shall keep or cause to be kept, at the principal office of the Corporation or such other place as the Board of Directors may order, a book of minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or at the office of the Corporation’s transfer agent, a share ledger, showing the names of the shareholders and their addresses, the number of classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the Corporation in safe custody. The Secretary shall also sign, with the CEO or President, all contracts, deeds, licenses and other instruments when so ordered. The Secretary shall make such reports to the Board of Directors as they may request and shall also prepare such reports and statements as are required by the laws of the State of Nevada and shall perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

The Secretary shall allow any shareholder, on application, during normal business hours, to inspect the share ledger. He shall attend to such correspondence and perform such other duties as may be incidental to his office or as may be properly assigned to him by the Board of Directors. The Assistant Secretary or Secretaries shall perform the duties of the Secretary in the case of his absence or disability and such other duties as may be specified by the Board of Directors.

Section 11. Chief Financial Officer (“CFO”). The CFO shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all reasonable times be open to inspection by a director.

The CFO shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. She shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the CEO and directors, whenever they request it, an account of all of his transactions as CFO and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

The Assistant Treasurer or Treasurers shall perform the duties of the CFO in the event of his absence or disability and such other duties as the Board of Directors may determine.

Section 12. Delegation of Duties. In case of the absence or disability of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may, by a vote of a majority of the whole Board, delegate for the time being, the powers or duties or any of them, of such officer to any other officer or to any directors.

ARTICLE VI - SHARES OF STOCK

Section 1. Certificates of Stock. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid, showing the number of the shares of the Corporation standing on the books in his name. All such certificates shall be signed by the CEO or President and the Secretary or an Assistant Secretary, or be authenticated by facsimiles of the signatures of the CEO and Secretary or by a facsimile of the signature of the CEO and the written signature of the Secretary or an Assistant Secretary. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and registered by an incorporated bank or trust company as registrar of transfer. Such certificates shall also be numbered and sealed with the seal of the Corporation. Such seal may be a facsimile, engraved or imprinted.

Section 2. Record of Shareholders: Transfer of Shares. There shall be kept at the registered office of the Corporation in the State of Nevada a record containing the names and addresses of all shareholders of the Corporation, the number and class of shares held by each and the dates when they respectively became the owners of record thereof; provided, however, that the foregoing shall not be required if the Corporation shall keep at its registered office the address, including street number, if any, of the custodian of such record. Duplicate lists may be kept in such other state or states as may, from time to time, be determined by the Board. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon authorization by the registered holder thereof or by his attorney lawfully constituted in writing and on surrender and cancellation of a certificate or certificates for a like number of shares of the same class properly endorsed or accompanied by a duly executed stock transfer power and payment of all taxes thereon, with such proof of authenticity of the signatures as the Corporation or its transfer agents may reasonably require.

Section 3. Record Date and Closing Stock Books. The Board of Directors may fix a time as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive any dividend or distribution, or any allotment of right, or to exercise rights in respect to any change, conversion, or exchange of shares. The record date so fixed shall be not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive a dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date.

Section 4. Registered Shareholders. The Corporation shall be entitled to recognize the holder of record of any share or shares of stock as the exclusive owner thereof for all purposes, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have the express or other notice thereof, except as otherwise provided by law.

Section 5. Lost Certificates. Except as hereinafter in this section provided, no one certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and cancelled at the same time. The Board of Directors may, however, in case any certificate for shares is lost, stolen, mutilated or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions including indemnification of the Corporation reasonably satisfactory to it, as the Board shall determine.

Section 6. Regulations; Appointment of Transfer Agents and Transfer Agents and Registrars. The Board may make such rules and regulations as it may deem expedient concerning the issuance, transfer and registration of certificates for shares of stock. It may appoint one or more transfer agents or registrars of transfer, or both, and may require all certificates of stock to bear the signature of either or both.

Section 7. Treasury Shares. Treasury shares, or other shares not at the time issued and outstanding, shall not, directly or indirectly, be voted at any meeting of the shareholders, or counted in calculating the actual voting power of shareholders at any given time.

Section 8. Fractional Shares. Certificates of fractional shares of stock may be issued at the discretion of the Board of Directors. The registered ownership of any fractional share represented by such certificate or certificates shall entitle the holder thereof to receive dividends, participate in the corporate assets in the event of liquidation of the Corporation and to exercise voting rights in person or by proxy.

ARTICLE VII - EXECUTION OF INSTRUMENTS

Section 1. Contracts. The Board or any authorized committee may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver in the name and on behalf of the Corporation any contract or other instrument, except certificates representing shares of stock of the Corporation, and such authority may be general or may be confined to specific instances.

Section 2. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes, acceptances or other evidences of indebtedness issued by or in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined from time to time by resolution of the Board.

Section 3. Deposits: Bank Accounts. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may from time to time designate or as may be designated by an officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. Unless otherwise provided by resolution of the Board, endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories may be made by hand-stamped legend in the name of the Corporation or by written endorsement of any officer without counter signature.

Section 4. Loans. No loans shall be contracted on behalf of the Corporation unless authorized by the Board, but when so authorized, unless a particular officer or agent is directed to negotiate the same, may be negotiated, up to the amount so authorized, by the CEO or President or the Treasurer; and such officers are hereby severally authorized to execute and deliver in the name and on behalf of the Corporation notes or other evidences of indebtedness countersigned by the CEO or President for the amount of such loans and to give security for the payment of any and all loans, advances and indebtedness by hypothecating, pledging or transferring any part or all of the property of the Corporation, real or personal, at any time owned by the Corporation.

Section 5. Sale or Transfer of Securities Held by the Corporation. Stock certificates, bonds or other securities at any time owned by the Corporation may be held on behalf of the Corporation or sold, transferred or otherwise disposed of pursuant to authorization by the Board, or of any committee thereunto duly authorized, and when so authorized to be sold, transferred or otherwise disposed of, may be transferred from the name of the Corporation by the signature of the CEO or President and the CFO or an Assistant Treasurer or the Secretary or an Assistant Secretary.

SECTION VIII - MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board.

Section 2. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the words “Corporate Seal” and the name of the state under the laws of which the Corporation exists.

Section 3. Annual Report. The Board of Directors shall not be required to send to shareholders an annual report of this Corporation.

Section 4. Inspection of Corporation Records. The share ledger or duplicate share ledger, the books of account, copy of the Bylaws, as amended, certified by the Secretary, and minutes of proceedings of the shareholders and directors and of any committee of the Board of Directors shall be open for inspection upon the written demand of any shareholder or holder of a voting trust certificate, during the usual hours for business, and for a purpose reasonably related to his interests as a shareholder or as the holder of a voting trust certificate and shall be exhibited at any time when required by the den and of ten percent (10%) of the shares represented at any shareholders’ meeting. Such inspection may be made in person or by an agent or attorney and shall include the right to make extracts. Demand of inspection other than at a shareholders’ meeting shall be made in writing, under oath, upon the CEO, Secretary or Assistant Secretary of the Corporation at the Corporation’s registered or principal office. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a Power of Attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder.

Section 5. Dividends. Dividends upon the shares of the capital stock of the Corporation may be declared and paid out of surplus or, if there is no surplus, out of net profits of the Corporation, to the extent permitted by the laws of the State of Nevada, by the Board of Directors in their discretion at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of capital stock.

Before payment of any dividend, there may be set aside out of the funds of the Corporation available for dividends such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors think conductive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE IX - NOTICES

Section 1. Form of Notices. Whenever, under the provisions of these Bylaws, notice is required to be given to any director, officer or shareholder, it shall not be construed to mean personal notice, but such notice may be given electronically, in writing, by mail, by depositing the same in the United States Mail, in a postpaid sealed wrapper, addressed to such director, officer or shareholder at such address as appears on the books of the Corporation, or, in default of other address, to such director, officer or shareholder at the general post office in the city where the Corporation’s principal office is located, and such notice shall be deemed to be given at the time when the same shall be thus mailed.

Section 2. Waiver of Notice. Any shareholder, director or officer may waive a notice required to be given under these Bylaws by a written waiver signed by the person, or persons, entitled to such notice, whether before or after the time stated therein, and such waiver shall be deemed equivalent to the actual giving of such notice.

ARTICLE X - AMENDMENTS

Section 1. Who May Amend. These Bylaws may be amended, altered, changed or repealed by the affirmative vote of a majority of the shares issued and outstanding, and entitled to vote thereat, at any regular or special meeting of the shareholders if notice of the proposed amendment, alteration, change or repeal be contained in the notice of the meeting, or by the affirmative vote of the majority of the Board of Directors at any regular or special meeting of the Board of Directors; provided, however, that the Board of Directors shall have no power to adopt, amend or alter any Bylaws fixing their number, qualifications, classifications, term of office or the right of the shareholders to remove them from office.

ARTICLE XI - INDEMNIFICATION

Section 1. Indemnification: Actions Other Than by the Corporation. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceedings by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Indemnification: Actions by the Corporation. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and expect that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnify for such expenses which such court shall deem proper.

Section 3. Right to Indemnification. To the extent that any present or former director, officer and employee and any person who is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, or any agent of the Corporation or any person who is or was serving at the request of the Corporation as an agent of another corporation, partnership, joint venture, trust or other enterprise, has been successful on the merits or otherwise in defense of any action, suit or proceeding , or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4. Authorization of Indemnification. Any indemnification (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct . Such determination shall be made: by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or by the shareholders.

Section 5. Advance Indemnification. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 6. Non-Exclusive Indemnification. The indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability Section 8. Constituent Corporation. For the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position with respect to the resulting or surviving corporation in the same capacity.

CERTIFICATE OF SECRETARY

The undersigned, being the duly elected and acting Secretary of the Corporation, hereby certifies that the foregoing Bylaws, were approved by the directors of this Corporation.

Dated this 12 ^th day of April, 2013.

/s/ Clinton Coldren
Secretary

/s/ Clinton Coldren
Chief Executive Officer

/s/ Alan Massara
President

Approved by Unanimous Vote of the Board of Directors on 4/12/2013.

EXHIBIT 10.3

ASSIGNMENT AND BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS: that RYSCO GAS CORPORATION, 11658 Santa Cruz Drive, Skiatook, Oklahoma 74070, hereinafter referred to as “ASSIGNOR”, for and in consideration of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby assign, bargain, sell, convey and transfer unto NORTH AMERICAN EXPORATION, INC., 6914 S. Yorktown Ave., Suite 130, Tulsa, OK 74136, hereinafter referred to as ASSIGNEE, all of Assignor’s interest in and to the lands and leases described on Exhibit “A” attached hereto and made a part hereof together with the rights incident thereto, and together with all of Assignor’s right, title and interest in all leasehold equipment, material or personal property located therein, thereon or appurtenant thereto.

ASSIGNOR makes no warranty, either express or implied, as to any of the right, titles or interest hereby conveyed. ASSIGNOR expressly disclaims and negates any implied or express warranty of merchantability, and implied or express warranty of fitness for a particular purpose, as to all equipment, fixtures, facilities, materials and improvements hereby conveyed to ASSIGNEE. All such equipment, fixtures, facilities, materials and improvements are conveyed to ASSIGNEE as is, where is, and with all faults.

The terms and provisions hereof shall be deemed to be covenants running with the land, leases, and interests covered hereby and shall extend to, bind and inure to the benefit of the parties hereto, and their heirs, successors and assigns.

In witness whereof, this Assignment and Bill of Sale is executed this 22nd day of November, 2010, but shall be effective for all purposes as of November 1, 2010.

	RYSCO GAS CORPORATION

	/s/ James L. Pardee
	James L. Pardee, President

	Instrument Book Page
	I-2010-003486 001223 3

	Filed for Record in
	Texas Counts Oklahoma
	Marcia Hollingshead, County Clerk
	I-2010-003486
	11/29/201 10:08:49AM Fee: 17.00
	Book 001223 Page Pg 0003-0005

	Instrument	Book	Page
	I-2010-003486	001223	4

Miller #1-5 Assignment and Bill of Sale

P. 2

ACKNOWLEDGMENT

STATE OF OKLAHOMA	)
	) ss.
COUNTY OF OSAGE	)

Before me on this day personally appeared James L. Pardee, known to me to be the person whose name is subscribed to the foregoing instrument, and known to me to. be the President of Rysco Gas Corporation, an Oklahoma corporation, and acknowledged to me that he executed said instrument for the purposes and consideration therein expressed, and as the act of said corporation.

Given under my hand and official seal this 22 day of November, 2010

Instrument	Book	Page
I-2010-003486	001223	5
Miller #1-5

EXHIBIT A

All property described herein is situated in Texas County, Oklahoma

DATE:	1/31/46
LESSOR:	Elbert C. Richards, et ux.
LESSEE:	Gulf Oil Corporation
RECORDED:	Book 256, Page 55
DESCRIPTION:	S/2, S/2 N/2 Section 5-1N-18ECM

DATE:	1/31/46
LESSOR:	C.L. Mathewson, et ux.
LESSEE:	Gulf Oil Corporation
RECORDED:	Book 256, Page 62
DESCRIPTION:	S/2, S/2 N/2 Section 5-1N-18ECM

DATE:	2/01/46
LESSOR:	Forest C. Cole
LESSEE:	Gulf Oil Corporation
RECORDED:	Book 256, Page 85
DESCRIPTION:	Lots 2, 3, and 4 Section 5-1N-18ECM

END OF EXHIBIT A

EXHIBIT 10.4

As part of the incentive for signing this Agreement, the Company hereby grants the Executive Team the following warrants (the “Warrants”), with the following primary terms and conditions, plus such other terms and conditions as may be included in the Warrant, which shall be mutually acceptable.

a) Each Warrant shall entitle the owner to purchase one share of common stock of the Company. The warrants will contain price protection should shares be used for an acquisition at a price lower than the conversion price in force. The anti dilution provision will not apply to financings done below the strike price.

b) Executive Team is hereby granted three Warrant Certificates as follows:

Certificate #1 for 10,000,000 Warrants with a strike price of $.025 per share must be exercised within one year of the date Executive Team begins collecting salaries from the Company,

Certificate # 2 for 10,000,000 Warrants with a strike price of $.04 per share and a Term of 5 years from the vesting date,

Certificate #3 for 10,000,000 Warrants with a strike price of $.055 per share and a Term of 5 years from the vesting date.

Certificate #1 shall vest immediately upon signing this Agreement. Certificate #2 shall vest.

upon execution of Certificate #1.

Certificate #3 shall vest upon execution of Certificate #1.

All Warrants may vest earlier per the “Early Vesting Criteria” contained herein. Executive Team shall be entitled to divide each certificate into smaller unit sizes to reflect ownership interest consistent with the Executive team allocation or individual estate planning activities. Individual executives shall be permitted to change the names on such Warrants if he deems it desirable to do so.

c) All Warrants shall vest earlier than the time criteria listed in b) above based upon the following “Early Vesting Criteria”,

i) All unvested Warrants shall automatically vest when the Company has revenue of $12,500,000 total for any two consecutive quarters and the Company records a pre-tax net profit for the two quarters.

ii) All unvested Warrants shall vest when the Executive “exercises” the Warrant by converting the Warrant from a warrant to a share of common stock as specified in the warrant document The Company shall cooperate with Executive in exercising any Warrants when, Executive gives notice of intent to exercise.

iii) A Change of Control

iv) Termination of employment for any reason other than “for cause” or resignation.

d) The Warrants and the underlying shares shall be registered in the first registration statement which the Company files, provided legal counsel for the Company determines that said Warrants and shares can be legally included.

e) Executive compensation -Executive Team hereby agrees to waive any salary from the Company for a period of 6 months from the date of this Agreement.

f) Board of Directors - Immediately upon execution of this Agreement Messrs Silvey and Young shall resign from the Company’s Board of Directors. They shall be replaced by dint Coldren (new Chairman and CEO) and Alan Massara (new Director and President).

Agreed:

/s/ Mike Pruitt		Date
Mike Pruitt		12-14-10

North American Energy Resources, Inc

/s/ Clint Coldren		Date
Clint Coldren		12/14/10

/s/ Alan Massara		Date
Alan Massara		12/14/10

EXHIBIT 10.5.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL SATISFACTORY TO NORTH AMERICAN ENERGY RESOURCES, INC., SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY LAWS.

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

NORTH AMERICAN ENERGY RESOURCES, INC.

(OTCBB: NAEY.OB)

Warrant No. NAEY 001A

5.000.000 SHARES @ PRICE OF $0.025

1. Issuance. This Warrant is issued to Clinton Coldren as of December 14, 2010 (the “ Effective Date” ‘). by North American Energy Resources, Inc. (hereinafter with its successors called the “ Company” ‘).

2. Exercise Price; Number of Shares. The registered holder of this Warrant (the “ Holder ”), commencing on the Effective Date, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Exhibit A duly executed, at the principal office of the Company, to purchase from the Company 5,000,000 fully paid and nonassessable shares of common stock of the Company (the “ Shares” ) at a price per share (the “ Exercise Price” ) of $0.025. The person or persons in whose name or names any certificate representing Shares is issued hereunder shall be deemed to have become the holder of record of the Shares represented thereby as of the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

3. Payment of Exercise Price. The Exercise Price may be paid (i) in cash or by certified check or wire transfer, (ii) by the surrender or forgiveness by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, or (iii) by any combination of the foregoing.

4. No Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

5. Exercise; Expiration Date. This Warrant may be exercised in whole or in part at any time commencing on the Effective Date and ending at 5:00 p.m. Central Time on the first anniversary of the date following the receipt of payment of salaries by Clinton Coldren and Alan Massara (collectively, the “ Executive Team” ) (the “Expiration Date” ) and shall be void thereafter.

6. Reserved Shares; Valid Issuance. The Company covenants that it will at all times from and after the Effective Date reserve and keep available such number of its authorized shares of common stock of the Company, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such Shares as may be issued pursuant to such exercise will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

7. Share Splits and Dividends. If, after the Effective Date, the Company shall subdivide its shares of common stock by share split or otherwise, or combine the shares of common stock, or issue additional shares of common stock in payment of a share dividend on the Shares, the number of Shares of common stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or share dividend, or proportionately decreased in the case of a combination, and the Exercise Price shall forthwith be proportionately decreased in the case of a subdivision or share dividend, or proportionately increased in the case of a combination.

8. Mergers and Reclassifications. If after the Effective Date the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Exercise Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of Common stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 8, the term “ Reorganization ” shall include, without limitation, any reclassification, capital reorganization or change of the Common stock (other than as a result of a subdivision, combination or share dividend provided for in Section 7 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change of the outstanding Common stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company.

9. Price Protection. If the Company or any Subsidiary thereof, as applicable, shall offer in exchange any Common Stock or Common Stock Equivalents to acquire assets relating to the exploration, exploitation and production of an oil or natural gas well (an “ Acquisition ”) at an effective price per share less than the then Exercise Price of the Warrant (such lower price, the “ Base Share Price ”) then, the Exercise Price shall be reduced to the effective price and the number of shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. “ Common Stock Equivalent ” for purposes of this Warrant includes: options, warrants, preferred stock, or convertible securities that are convertible or can be exchanged for common stock of the Company.

10. Certain Events. If any change in the outstanding common stock of the Company or any other event occurs as to which the provisions of Section 7 through Section 9 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Exercise Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant, upon exercise for the same aggregate Exercise Price, the total number, class and kind of shares as he would have owned had the Warrant been exercised prior to the event and had he continued to hold such shares until after the event requiring adjustment.

11. Certificate of Adjustment. Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company’s chief financial officer setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

12. Issue Tax. The issuance of certificates for the Shares upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any applicable income taxes) in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.

13. Registration Rights. If the Company proposes to file a registration statement in connection with a public offering for the account of the Company (a “ Primary Offering ”) of its common stock (other than in connection with any exchange offer, merger, sale of substantially all assets or other reorganization or recapitalization of the Company or the issuance of securities in connection with employee stock options, stock awards or other employee benefit plans), or if the Company proposes to file a registration statement on behalf of any other holder of securities of the Company, then the Company shall include in such Registration Statement the Shares.

Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed offering delivers a letter to the Company and to Holder stating that the total number of shares of Common Stock that the Company intends to include in any such proposed Primary Offering (the “ Primary Shares ”) and that Holder and persons heretofore or hereafter granted registration rights with respect to the shares of common stock of the Company other than Holder (“ Other Sellers ”) have requested to be included (the “ Secondary Shares ”) would exceed the number of shares of Common Stock that could be sold without having an adverse effect on such Primary Offering (the “ Allowable Secondary Shares ”), the number of Secondary Shares permitted to be included in the offering on behalf of Holder and the Other Sellers shall be reduced so that the number of Secondary Shares included in such Registration Statement equals the number of Allowable Secondary Shares. The number of Allowable Secondary Shares to be included in such Registration Statement shall be allocated between Holder and the Other Sellers as follows: first, Holder shall be allowed to include pro rata (based on the number of Registrable Securities that each stockholder requested be included), to the extent of any Allowable Secondary Shares, all Shares and second, to the extent of any remaining Allowable Secondary Shares, the Other Sellers shall be allowed to include pro rata (based on the number of shares that each Other Seller requested be included) the shares that they requested be included in the Registration Statement.

14. Notices of Record Date, Etc. In the event of:

(a)

Any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, sell or otherwise acquire or dispose of any shares of Common stock of any class or any other securities or property, or to receive any other right;

(b)

Any reclassification of the shares of Common stock of the Company, capital reorganization of the Company, consolidation or merger involving the Company, or sale or conveyance of all or substantially all of its assets;

(c)

Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(d)

The filing of a registration statement under the Securities Act of 1933, as amended, in connection with an Initial Public Offering;

then and in each such event the Company will provide or cause to be provided to the Holder a written notice thereof. Such notice shall be provided at least fifteen (15) business days prior to the date specified in such notice on which any such action is to be taken.

15. Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:

(a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms.

(b) The Shares of Common stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.

(c) The issuance, execution and delivery of this Warrant does not, and the issuance of the Shares of Common stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s articles of incorporation, bylaws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of, or the filing of any notice (other than, if any, post-issuance state securities laws filings) or registration with, any person or entity.

(d) So long as the Holder possesses registration rights with respect to the Shares under this Warrant, the Company shall provide such information to the Holder or its prospective transferee(s) as is necessary, and shall take any other action as may then be required of an issuer under Rule 144, for an offer or sale of such shares of Common Stock by the Holder to be qualified under Rule 144. As used herein, “ Rule 144 ” shall mean Rule 144 promulgated under the Securities Act of 1933, as amended, and any amendments thereof and any successor thereto.

16. No Voting or Dividend Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the Shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the Holder to purchase Shares, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by its creditors.

17. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.

18. Notices, Etc.

(a) Any notice or written communication required or permitted to be given to the Holder may be given by United States mail, by overnight courier or by facsimile transmission, at the address most recently provided by the Holder to the Company, or by hand, and shall be deemed received upon the earlier to occur of (i) receipt, (ii) if sent by overnight courier, then on the day after which the same has been delivered to such courier for overnight delivery, or (iii) if sent by United States mail, seventy-two (72) hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail.

(b) In ease this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new Warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for, and upon surrender and cancellation of, any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant.

19. Transfer

(a) No transfer of this Warrant Agreement and any shares of Common Stock issuable upon exercise hereof shall be effective unless the Company shall first receive from such proposed transferee a written agreement, satisfactory to the Company, providing that such transferee is subject to all of the terms and conditions hereof.

(b) This Warrant and all rights hereunder are transferable in whole or in part by the Holder and any successor transferee upon the prior written consent of the Company (which such consent shall not be unreasonably withheld). The Holder shall provide the Company with written representations from the Holder and the Holder’s proposed transferee satisfactory to the Company regarding the transfer or, at the election of the Company, an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Common Stock issuable or issued upon the exercise hereof. Upon receipt of such written notice and either such representations or opinion by the Company, the Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Common Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend, if any, respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares.

(c) Notwithstanding the above, Holder may, without the consent of the Company, transfer this Warrant Agreement to any direct, or indirect, wholly-owned subsidiary of Holder. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer (“ Transfer Notice ”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

20. No Impairment. The Company will not, by amendment of its articles of incorporation or through any reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance of performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder.

21. Descriptive Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The provisions and terms of this Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Louisiana.

22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors and legal representatives.

	North American Energy Resources, Inc.

	By:	/s/ Alan Massara
	Name:	Alan Massara
	Title:	President
	Date:	February 4, 2011

EXHIBIT A TO WARRANT CERTIFICATE

Date: _________________, __________

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Ladies and Gentlemen:

The undersigned hereby elects:

To exercise the warrant issued to it by North American Energy Resources, Inc. (the “Company”) and dated effective December 14, 2010 (the “Warrant”) in full and to purchase all of the ______________ shares of common stock of the Company (the “Shares”) purchasable thereunder at a purchase price of $ ____________ per Share or an aggregate purchase price of _____________ Dollars ($ ______________ ) (the “Exercise Price”). Pursuant to the terms of the Warrant the undersigned has delivered the Exercise Price herewith in full, in cash or by certified check or wire transfer or as otherwise permitted pursuant to Section 3 of the Warrant.

The undersigned also makes the representations set forth on Exhibit B attached to the Warrant.

The certificate(s) for such Shares shall be issued in the name of the undersigned or as otherwise indicated below:

Very truly yours,

EXHIBIT B TO WARRANT CERTIFICATE

THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO NORTH AMERICAN ENERGY RESOURCES, INC. ALONG WITH THE SUBSCRIPTION FORM BEFORE THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT CERTIFICATE DATED EFFECTIVE DECEMBER 14, 2010 WILL BE ISSUED.

___________________ ,____

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Attention: President

The undersigned, _________________ (“Purchaser”), intends to acquire up to _____________ shares of common stock (the “Shares”) of North American Energy Resources, Inc. (the “Company”) from the Company pursuant to the exercise of a certain Warrant to purchase Shares held by Purchaser. The Shares will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, Purchaser represents, warrants and agrees as follows:

1. Purchaser is acquiring the Shares for its own account, to hold for investment, and Purchaser shall not make any sale, transfer or other disposition of the Shares in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) or in violation of any applicable state securities law;

2. Purchaser has been advised that the Shares have not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser’s representations set forth in this letter;

3. Purchaser has been informed that under the 1933 Act, the Shares must be held indefinitely unless they are subsequently registered under the 1933 Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by Purchaser of the Shares;

4. The Company may refuse to permit Purchaser to sell, transfer or dispose of the Shares (except as permitted under Rule 144) unless there is in effect a registration statement under the 1933 Act and any applicable state securities laws covering such transfer, or unless Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required;

5. Purchaser has invested in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. Purchaser represents and warrants that it is an “accredited investor” within the meaning of Rule 501 of Regulation D of the 1933 Act.

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Shares, or any substitutions therefor, legends stating in substance:

“These securities have not been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws, and may not be sold, offered for sale or transferred unless such sale or transfer is in accordance with the registration requirements of such Act and applicable laws or an exemption from the registration requirements of such Act and applicable laws is available with respect thereto.”

and any legend required pursuant to applicable state securities laws.

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser’s resale of the Shares with Purchaser’s counsel.

Very truly yours,

EXHIBIT 10.5.2

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE NORTH AMERICAN ENERGY RESOURCES, INC., SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY LAWS.

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

NORTH AMERICAN ENERGY RESOURCES, INC.

(OTCBB: NAEY.OB)

Warrant No. NAEY 002A

5.000.000 SHARES @ PRICE OF $0.04

1. Issuance. This Warrant is issued to Clinton Coldren, as of December 14, 2010 (the “ Effective Date ”). by North American Energy Resources, Inc. (hereinafter with its successors called the “ Company ”).

2. Exercise Price; Number of Shares. The registered holder of this Warrant (the “ Holder ”), commencing on the Effective Date, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Exhibit A duly executed, at the principal office of the Company, to purchase from the Company 5,000,000 fully paid and nonassessable shares of common stock of the Company (the “ Shares ”) at a price per share (the “ Exercise Price ”) of $0.04. The person or persons in whose name or names any certificate representing Shares is issued hereunder shall be deemed to have become the holder of record of the Shares represented thereby as of the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

3. Payment of Exercise Price. The Exercise Price may be paid (i) in cash or by certified check or wire transfer, (ii) by the surrender or forgiveness by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, or (iii) by any combination of the foregoing.

5. Exercise; Expiration Date. This Warrant may be exercised in whole or in part at any time commencing on the Vesting Date as defined below. “ Vesting Date ” for purposes of this Warrant means the earlier of (1) the date the warrant NAEY 001A is exercised in whole, (2) the date that the Company has revenue of $12,500,000 in total for two consecutive quarters and records a pre-tax net profit for each of those two quarters, or (3) the effective date of a Reorganization as defined in Section 8. This Warrant expires at 5:00 p.m. Central Time on the fifth anniversary of the Vesting Date (the “ Expiration Date ”) and shall be void thereafter.

8. Mergers and Reclassifications. If, after the Effective Date, the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Exercise Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of Common stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 8, the term “ Reorganization ” shall include, without limitation, any reclassification, capital reorganization or change of the Common stock (other than as a result of a subdivision, combination or share dividend provided for in Section 7 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change of the outstanding Common stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company.

9. Price Protection. If the Company or any Subsidiary thereof, as applicable, shall offer in exchange any Common Stock or Common Stock Equivalents to acquire assets relating to the exploration, exploitation and production of an oil or natural gas well (an “ Acquisition ”) at an effective price per share less than the then the Exercise Price of the Warrant (such lower price, the “ Base Share Price ”), then the Exercise Price shall be reduced to the effective price and the number of shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. “ Common Stock Equivalent ” for purposes of this Warrant includes: options, warrants, preferred stock, or convertible securities that are convertible or can be exchanged for common stock of the Company.

11. Certificate of Adjustment Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company’s chief financial officer setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

14. Notices of Record Date, Etc. In the event of:

(a)

(b)

(c)

Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(d)

The filing of a registration statement under the Securities Act of 1933, as amended, in connection with an Initial Public Offering;

15. Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:

(d) So long as the Holder possesses registration rights with respect to the Shares under this Warrant, the Company shall provide such information to the Holder or its prospective transferee(s) as is necessary, and shall take any other action as may then be required of an issuer under Rule 144, for an offer or sale of such shares of Common Stock by the Holder to be qualified under Rule 144. As used herein, “ Rule 144” shall mean Rule 144 promulgated under the Securities Act of 1933, as amended, and any amendments thereof and any successor thereto.

17. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.

18. Notices, Etc.

(b) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new Warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for, and upon surrender and cancellation of, any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant.

19. Transfer

(b) This Warrant and all rights hereunder are transferable in whole or in part by the Holder and any successor transferee upon the prior written consent of the Company (which such consent shall not be unreasonably withheld). The Holder shall provide the Company with written representations from the Holder and the Holder’s proposed transferee satisfactory to the Company regarding the transfer or, at the election of the Company, an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Common Stock issuable or issued upon the exercise hereof. Upon receipt of such written notice and either such representations or opinion by the Company, the Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Common Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that, an appropriate legend, if any, respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares.

(c) Notwithstanding the above, Holder may, without the consent of the Company, transfer this Warrant Agreement to any direct, or indirect, wholly-owned subsidiary of Holder. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer (“ Transfer Notice” ), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors and legal representatives.

	North American Energy Resources, Inc.

	By:	/s/ Alan Massara
	Name:	Alan Massara
	Title:	President
	Date:	February 4, 2011

EXHIBIT A TO WARRANT CERTIFICATE

Date: __________, ________

North American Energy Resources, Inc.

228 St. Charles Ave., Suite

724 New Orleans, LA 70130

Ladies and Gentlemen;

The undersigned hereby elects:

To exercise the warrant issued to it by North American Energy Resources, Inc. (the “Company”) and dated effective December 14, 2010 (the “Warrant”) in full and to purchase all of the _____________ shares of common stock of the Company (the “ Shares” ) purchasable thereunder at a purchase price of $____________ per Share or an aggregate purchase price of _____________ Dollars ($ ____________ ) (the “ Exercise Price” ). Pursuant to the terms of the Warrant the undersigned has delivered the Exercise Price herewith in full, in cash or by certified check or wire transfer or as otherwise permitted pursuant to Section 3 of the Warrant.

The undersigned also makes the representations set forth on Exhibit B attached to the Warrant.

The certificate(s) for such Shares shall be issued in the name of the undersigned or as otherwise indicated below:

Very truly yours,

EXHIBIT B TO WARRANT CERTIFICATE

___________________ ,____

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Attention: President

5. Purchaser has invested in securities of Company in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. Purchaser represents and warrants that it is an “accredited investor” within the meaning of Rule 501 of Regulation D of the 1933 Act.

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Shares, or any substitutions therefor, legends stating in substance:

and any legend required pursuant to applicable state securities laws.

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser’s resale of the Shares with Purchaser’s counsel.

Very truly yours,

EXHIBIT 10.5.3

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

NORTH AMERICAN ENERGY RESOURCES, INC.

(OTCBB: NAEY.OB)

Warrant No. NAEY 003A

5.000.000 SHARES @ PRICE OF $0.055

1. Issuance. This Warrant is issued to Clinton Coldren, as of December 14, 2010 (the “ Effective Date) , by North American Energy Resources, Inc. (hereinafter with its successors called the “ Company ”).

2. Exercise Price; Number of Shares. The registered holder of this Warrant (the “ Holder ”), commencing on the Effective Date, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Exhibit A duly executed, at the principal office of the Company, to purchase from the Company 5,000,000 fully paid and nonassessable shares of common stock of the Company (the “ Shares ”) at a price per share (the “ Exercise Price ”) of $0.055. The person or persons in whose name or names any certificate representing Shares is issued hereunder shall be deemed to have become the holder of record of the Shares represented thereby as of the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

5. Exercise; Expiration Date. This Warrant may be exercised in whole or in part at any time commencing on the Vesting Date as defined below. “ Vesting Date ” for purposes of this Warrant means the earlier of (1) the date the warrant NAEY 001A is exercised in whole, (2) the date that the Company has revenue of $12,500,000 in total for two consecutive quarters and records a pre-tax net profit for each of those two quarters or (3) the effective date of a Reorganization as defined in Section 8. This Warrant expires at 5:00 p.m. Central Time on the fifth anniversary of the Vesting Date (the “ Expiration Date ”) and shall be void thereafter.

9. Price Protection. If the Company or any Subsidiary thereof, as applicable, shall offer in exchange any Common Stock or Common Stock Equivalents to acquire assets relating to the exploration, exploitation and production of an oil or natural gas well (an “ Acquisition ”) at an effective price per share less than the then the Exercise Price of the Warrant (such lower price, the “ Base Share Price ”) then the Exercise Price shall be reduced to the effective price and the number of shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. “ Common Stock Equivalent ” for purposes of this Warrant includes: options, warrants, preferred stock, or convertible securities that are convertible or can be exchanged for common stock of the Company.

10. Certain Events. If any change in the outstanding common stock of the Company or any other event occurs as to which the provisions of Section 7 through Section 9 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Exercise Price or the application Of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant, upon exercise for the same aggregate Exercise Price, the total number, class and kind of shares as he would have owned had the Warrant been exercised prior to the event and had he continued to hold such shares until after the event requiring adjustment.

11. Certificate of Adjustment. Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company’s chief financial officer setting form the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

14. Notices of Record Date, Etc. In the event of :

(a)

(b)

(c)

Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(d)

The filing of a registration statement under the Securities Act of 1933, as amended, in connection with an Initial Public Offering;

15. Representations, Warranties and Covenants. This Warrant is issued and delivered by me Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:

16. No Voting or Dividend Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder of the Company or any Other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the Shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the Holder to purchase Shares, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by its creditors.

17. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.

18. Notices, Etc.

19. Transfer

(c) Notwithstanding the above, Holder may, without the consent of the Company, transfer this Warrant Agreement to any direct, or indirect, wholly-owned subsidiary of Holder. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer (‘ Transfer Notice ”1. at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors and legal representatives.

	North American Energy Resources, Inc.

	By:	/s/ Alan Massara
	Name:	Alan Massara
	Title:	President
	Date:	February 4, 2011

EXHIBIT A TO WARRANT CERTIFICATE

Date: ___________, _____

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Ladies and Gentlemen:

The undersigned hereby elects:

To exercise the warrant issued to it by North American Energy Resources, Inc. (the “Company”) and dated effective December 14, 2010 (the “Warrant”) in full and to purchase all of the _____________ shares of common stock of the Company (the “Shares”) purchasable thereunder at a purchase price of $ ______________ per Share or an aggregate purchase price of ______________ Dollars ($ ____________ ) (the “Exercise Price”). Pursuant to the terms of the Warrant the undersigned has delivered the Exercise Price herewith in full, in cash or by certified check or wire transfer or as otherwise permitted pursuant to Section 3 of the Warrant.

The undersigned also makes the representations set forth on Exhibit B attached to the Warrant

The certificate(s) for such Shares shall be issued in the name of the undersigned or as otherwise indicated below:

Very truly yours,

EXHIBIT B TO WARRANT CERTIFICATE

___________________ ,____

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Attention: President

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Shares, or any substitutions therefor, legends stating in substance:

and any legend required pursuant to applicable state securities laws.

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser’s resale of the Shares with Purchaser’s counsel.

Very truly yours,

EXHIBIT 10.6.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT’), OR ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL SATISFACTORY TO NORTH AMERICAN ENERGY RESOURCES, INC., SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY LAWS.

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

NORTH AMERICAN ENERGY RESOURCES, INC.

(OTCBB: NAEY.OB)

Warrant No. NAEY 001B

5.000.000 SHARES @ PRICE OF $0.025

1. Issuance. This Warrant is issued to Alan Massara, as of December 14, 2010 (the “ Effective Date ”), by North American Energy Resources, Inc. (hereinafter with its successors called the “ Company ”).

2. Exercise Price; Number of Shares. The registered holder of this Warrant (the “Holder ”), commencing on the Effective Date, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Exhibit A duly executed, at the principal office of the Company, to purchase from the Company 5,000,000 fully paid and nonassessable shares of common stock of the Company (the “Shares ”) at a price per share (the “ Exercise Price ”) of $0.025. The person or persons in whose name or names any certificate representing Shares is issued hereunder shall be deemed to have become the holder of record of the Shares represented thereby as of the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

5. Exercise; Expiration Date. This Warrant may be exercised in whole or in part at any time commencing on the Effective Date and ending at 5:00 p.m. Central Time on the first anniversary of the date following the receipt of payment of salaries by Clinton Coldren and Alan Massara (collectively, the “ Executive Team ”) (the “ Expiration Date ”) and shall be void thereafter.

8. Mergers and Reclassifications. If, after the Effective Date, the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Exercise Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of Common stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 8, the term “ Reorganization ” shall include, without limitation, any reclassification, capital reorganization or change of the Common stock (other than as a result of a subdivision, combination or share dividend provided for in Section 7 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change of the outstanding Common stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company.

9. Price Protection. If the Company or any Subsidiary thereof, as applicable, shall offer in exchange any Common Stock or Common Stock Equivalents to acquire assets relating to the exploration, exploitation and production of an oil or natural gas well (an “ Acquisition ”) at an effective price per share less than the then Exercise Price of the Warrant (such lower price, the “ Base Share Price ”) then the Exercise Price shall be reduced to the effective price and the number of shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. “ Common Stock Equivalent ” for purposes of this Warrant includes: options, warrants, preferred stock, or convertible securities that are convertible or can be exchanged for common stock of the Company,

Notwithstanding the foregoing, if the managing underwriter or underwriters of any Such proposed offering delivers a letter to the Company and to Holder stating that the total number of shares of Common Stock that the Company intends to include in any such proposed Primary Offering (the “ Primary Shares ”) and that Holder and persons heretofore or hereafter granted registration rights with respect to the shares of common stock of the Company other than Holder (“ Other Sellers ”) have requested to be included (the “ Secondary Shares ”) would exceed the number of shares of Common Stock that could be sold without having an adverse effect on such Primary Offering (the “ Allowable Secondary Shares ”), the number of Secondary Shares permitted to be included in the offering on behalf of Holder and the Other Sellers shall be reduced so that the number of Secondary Shares included in such Registration Statement equals the number of Allowable Secondary Shares. The number of Allowable Secondary Shares to be included in such Registration Statement shall be allocated between Holder and the Other Sellers as follows; first, Holder shall be allowed to include pro rata (based on the number of Registrable Securities that each stockholder requested be included), to the extent of any Allowable Secondary Shares, all Shares and second, to the extent of any remaining Allowable Secondary Shares, the Other Sellers shall be allowed to include pro rata (based on the number of shares that each Other Seller requested be included) the shares that they requested be included in the Registration Statement.

14. Notices of Record Date, Etc. In the event of:

(a)

(b)

(c)

Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(d)

The filing of a registration statement under the Securities Act of 1933, as amended, in connection with an Initial Public Offering;

is the valid and binding obligation of the Company, enforceable in accordance with its terms.

17. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.

18. Notices, Etc.

19. Transfer

(c) Notwithstanding the above, Holder may, without the consent of the Company, transfer this Warrant Agreement to any direct, or indirect, wholly-owned subsidiary of Holder. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer (“ Transfer Notice ”1 at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors and legal representatives.

	North American Energy Resources, Inc.

	By:	/s/ Alan Massara
	Name:	Alan Massara
	Title:	President
	Date:	February 4, 2011

EXHIBIT A TO WARRANT CERTIFICATE

Date: ________ , _____

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Ladies and Gentlemen:

The undersigned hereby elects:

To exercise the warrant issued to it by North American Energy Resources, Inc. (the “Company”) and dated effective December 14, 2010 (the “Warrant”) in full and to purchase all of the shares ________________ of common stock of the Company (the “Shares”) purchasable thereunder at a purchase price of $____________ per Share or an aggregate purchase price of _____________ Dollars ($_____________ ) (the “Exercise Price”). Pursuant to the terms of the Warrant the undersigned has delivered the Exercise Price herewith in full, in cash or by certified check or wire transfer or as otherwise permitted pursuant to Section 3 of the Warrant.

The undersigned also makes the representations set forth on Exhibit B attached to the Warrant.

The certificate(s) for such Shares shall be issued in the name of the undersigned or as otherwise indicated below:

Very truly yours,

EXHIBIT B TO WARRANT CERTIFICATE

___________________________________ _____ , _________

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Attention: President

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Shares, or any substitutions therefor, legends stating in substance:

and any legend required pursuant to applicable state securities laws.

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser’s resale of the Shares with Purchaser’s counsel.

Very truly yours,

EXHIBIT 10.6.2

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

NORTH AMERICAN ENERGY RESOURCES, INC.

(OTCBB: NAEY.OB)

Warrant No. NAEY 002B

5.000.000 SHARES @ PRICE OF $0.04

2. Exercise Price; Number of Shares. The registered holder of this Warrant (the “ Holder ”), commencing on the Effective Date, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Exhibit A duly executed, at the principal office of the Company, to purchase from the Company 5,000,000 fully paid and nonassessable shares of common stock of the Company (the “ Shares ”) at a price per share (the “ Exercise Price ”) of $0.04. The person or persons in whose name or names any certificate representing Shares is issued hereunder shall be deemed to have become the holder of record of the Shares represented thereby as of the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

5. Exercise; Expiration Date. This Warrant may be exercised in whole or in part at any time commencing on the Vesting Date as defined below. “Vesting Date ” for purposes of this Warrant means the earlier of (1) the date the warrant NAEY 001B is exercised in whole, (2) the date that the Company has revenue of $12,500,000 in total for two consecutive quarters and records a pre-tax net profit for each of those two quarters, or (3) the effective date of a Reorganization as defined in Section 8. This Warrant expires at 5:00 p.m. Central Time on the fifth anniversary of the Vesting Date (the “ Expiration Date ”‘) and shall be void thereafter.

9. Price Protection. If the Company or any Subsidiary thereof, as applicable, shall offer in exchange any Common Stock or Common Stock Equivalents to acquire assets relating to the exploration, exploitation and production of an oil or natural gas well (an “ Acquisition ”) at an effective price per share less than the then the Exercise Price of the Warrant (such lower price, the “ Base Share Price ”) then the Exercise Price shall be reduced to the effective price and the number of shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. “ Common Stock Equivalent ” for purposes of this Warrant includes: options, warrants, preferred stock, or convertible securities that are convertible or can be exchanged for common stock of the Company.

10. Certain Events. If any change in the outstanding common stock of the Company or any other event occurs as to which the provisions of Section 7 through Section 9 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Exercise Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant, upon exercise for the same aggregate Exercise Price) the total number, class and kind of shares as he would have owned had the Warrant been exercised prior to the event and had he continued to hold such shares until after the event requiring adjustment.

14. Notices of Record Date, Etc. In the event of:

(a)

(b)

(c)

Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(d)

The filing of a registration statement under the Securities Act of 1933, as amended, in connection with an Initial Public Offering;

17. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.

18. Notices, Etc.

19. Transfer

(c) Notwithstanding the above, Holder may, without the consent of the Company, transfer this Warrant Agreement to any direct, or indirect, wholly-owned subsidiary of Holder. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer (“ Transfer Notice ”) at its principal offices and the payment to the Company of all transfer taxes and other governmental charges irnposed on such transfer.

22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors and legal representatives.

	North American Energy Resources, Inc.

	By:	/s/ Alan Massara
	Name:	Alan Massara
	Title:	President
	Date:	February 4, 2011

EXHIBIT A TO WARRANT CERTIFICATE

Date: ____________, _________

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Ladies and Gentlemen:

The undersigned hereby elects:

To exercise the warrant issued to it by North American Energy Resources, Inc. (the “Company”) and dated effective December 14, 2010 (the “Warrant”) in full and to purchase all of the _________________ shares of common stock of the Company (the “Shares”) purchasable thereunder at a purchase price of $___________ per Share or an aggregate purchase price of ________________ Dollars ($ ___________) (the “Exercise Price”). Pursuant to the terms of the Warrant the undersigned has delivered the Exercise Price herewith in full, in cash or by certified check or wire transfer or as otherwise permitted pursuant to Section 3 of the Warrant.

The undersigned also makes the representations set forth on Exhibit B attached to the Warrant.

The certificate(s) for such Shares shall be issued in the name of the undersigned or as otherwise indicated below:

Very truly yours,

EXHIBIT B TO WARRANT CERTIFICATE

___________________ ,____

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Attention: President

5. Purchaser has invested in securities of companies in the development stage and acknowledges that it is able to fend for itself can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. Purchaser represents and warrants that it is an “accredited investor” within the meaning of Rule 501 of Regulation D of the 1933 Act.

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Shares, or any substitutions therefor, legends stating in substance:

and any legend required pursuant to applicable state securities laws.

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser’s resale of the Shares with Purchaser’s counsel.

Very truly yours,

EXHIBIT 10.6.3

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

NORTH AMERICAN ENERGY RESOURCES, INC.

(OTCBB: NAEY.OB)

Warrant No. NAEY 003B

5.000.000 SHARES @ PRICE OF $0.055

2. Exercise Price; Number of Shares. The registered holder of this Warrant (the “ Holder ”), commencing on the Effective Date, is entitled upon surrender of mis Warrant with the subscription form annexed hereto as Exhibit A duly executed, at the principal office of the Company, to purchase from the Company 5,000,000 fully paid and nonassessable shares of common stock of the Company (the “ Shares ”) at a price per share (the “ Exercise Price ”) of $0055. The person or persons in whose name or names any certificate representing Shares is issued hereunder shall be deemed to have become the holder of record of the Shares represented thereby as of the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

5. Exercise; Expiration Date. This Warrant may be exercised in whole or in part at any time commencing on the Vesting Date as defined below. “ Vesting Date ” for purposes of this Warrant means the earlier of (1) the date the warrant NAEY 001B is exercised in whole, (2) the date that the Company has revenue of $12,500,000 in total for two consecutive quarters and records a pre-tax net profit for each of those two quarters, or (3) the effective date of a Reorganization as defined in Section 8.. This Warrant expires at 5:00 p.m. Central Time on the fifth anniversary of the Vesting Date (the “ Expiration Date ”) and shall be void thereafter.

9. Price Protection. If the Company or any Subsidiary thereof, as applicable, shall offer in exchange any Common Stock or Common Stock Equivalents to acquire assets relating to the exploration, exploitation and production of an oil or natural gas well (an “ Acquisition ’) at an effective price per share less than the then the Exercise Price of the Warrant (such lower price, the “ Base Share Price ”), then, the Exercise Price shall be reduced to the effective price and the number of shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. “ Common Stock Equivalent ” for purposes of this Warrant includes: options, warrants, preferred stock, or convertible securities that are convertible or can be exchanged for common stock of the Company.

14. Notices of Record Date, Etc. In the event of:

(

(b)

(c)

Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(d)

The filing of a registration statement under the Securities Act of 1933, as amended, in connection with an Initial Public Offering;

(d) So long as the Holder possesses registration rights with respect to the Shares under this Warrant, the Company shall provide such information to the Holder or its prospective transferee(s) as is necessary, and shall take any other action as may then be required of an issuer under Rule 144, for an offer or sale of such shares of Common Stock by the Holder to be qualified under Rule 144. As used herein, “ Rule 144” shall mean Rule 144 promulgated under the Securities Act of 1933, as amended, and any amendments thereof and any successor thereto.

16. No Voting or Dividend Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the tight to vote or to consent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the Shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the Holder to purchase Shares, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by its creditors.

17. Amendment The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.

18. Notices, Etc.

19. Transfer

(b) This Warrant and all rights hereunder are transferable in whole or in part by the Holder and any successor transferee upon the prior written consent of the Company (which such consent shall not be unreasonably withheld). The Holder shall provide the Company with written representations from the Holder and the Holder’s proposed transferee satisfactory to the Company regarding the transfer or, at the election of the Company, an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Common Stock issuable or issued upon the exercise hereof. Upon receipt of such written notice and either such representations or opinion by the Company, the Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Common Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that, an appropriate legend, if any, respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares.

(c) Notwithstanding the above, Holder may, without the consent of the Company, transfer this Warrant Agreement to any direct, or indirect, wholly-owned subsidiary of Holder. The transfer shall be recorded on the books of the Company upon receipt by the Companies of a notice of transfer (“ Transfer Notice ”), at its principal offices and the payment to the Companies of all transfer taxes and other governmental charges imposed on such transfer.

21. Descriptive Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The provisions and terms of this Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Louisiana.

22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors and legal representatives.

	North American Energy Resources, Inc.

	By:	/s/ Alan Massara
	Name:	Alan Massara
	Title:	President
	Date:	February 4, 2011

EXHIBIT A TO WARRANT CERTIFICATE

Date: __________, _______

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Ladies and Gentlemen:

The undersigned hereby elects:

To exercise the warrant issued to it by North American Energy Resources, Inc. (the “Company”) and dated effective December 14 ,2010 (the “Warrant”) in full and to purchase all of the shares _________________ of common stock of the Company (the “Shares”) purchasable thereunder at a purchase price of $_____________ per Share or an aggregate purchase price of _____________ Dollars ($ _____________) (the “Exercise Price”). Pursuant to the terms of the Warrant the undersigned has delivered the Exercise Price herewith in full, in cash or by certified check or wire transfer or as otherwise permitted pursuant to Section 3 of the Warrant.

The undersigned also makes the representations set forth on Exhibit B attached to the Warrant.

The certificate(s) for such Shares shall be issued in the name of the undersigned or as otherwise indicated below:

Very truly yours,

EXHIBIT B TO WARRANT CERTIFICATE

___________________ ,____

North American Energy Resources, Inc.

228 St. Charles Ave.,

Suite 724 New Orleans, LA 70130

Attention: President

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Shares, or any substitutions therefor, legends stating in substance:

and any legend required pursuant to applicable state securities laws.

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser’s resale of the Shares with Purchaser’s counsel.

Very truly yours,

EXHIBIT 10.7

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

NORTH AMERICAN ENERGY RESOURCES, INC.

(OTCBB: NAEY.OB)

Warrant No. NAEY 004

500.000 SHARES @ PRICE OF $0.18 per share

1. Issuance. This Warrant is issued to Larry D. Hall, as of November 10, 2011 (the “ Effective Date) , by North American Energy Resources, Inc. (hereinafter with its successors called the “ Company ”).

2. Exercise Price; Number of Shares. The registered holder of this Warrant (the “ Holder ”), commencing on the Effective Date, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Exhibit A duly executed, at the principal office of the Company, to purchase from the Company 500,000 fully paid and nonassessable shares of common stock of the Company (the “ Shares ”) at a price per share (the “ Exercise Price ”) of $0.18 per share. The person or persons in whose name or names any certificate representing Shares is issued hereunder shall be deemed to have become the holder of record of the Shares represented thereby as of the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

4. No Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

5. Exercise; Expiration Date. This Warrant may be exercised in whole or in part at any time commencing on the Effective Date. This Warrant expires at 5:00 p.m. Central Time on the fifth anniversary of the Effective Date (the “ Expiration Date ”) and shall be void thereafter.

9. Price Protection. If the Company or any Subsidiary thereof, as applicable, shall offer in exchange any Common Stock or Common Stock Equivalents to acquire assets relating to the exploration, exploitation and production of an oil or natural gas well (an “Acquisition”) at an effective price per share less than the then the Exercise Price of the Warrant (such lower price, the “Base Share Price”) then the Exercise Price shall be reduced to the effective price and the number of shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. “Common Stock Equivalent” for purposes of this Warrant includes: options, warrants, preferred stock, or convertible securities that are convertible or can be exchanged for common stock of the Company.

Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed offering delivers a letter to the Company and to Holder stating that the total number of shares of Common Stock that the Company intends to include in any such proposed Primary Offering (the “ Primary Shares ”) and that Holder and persons heretofore or hereafter granted registration rights with respect to the shares of common stock of the Company other than Holder (“ Other Sellers ”) have requested to be included (the “ Secondary Shares” ) would exceed the number of shares of Common Stock that could be sold without having an adverse effect on such Primary Offering (the “ Allowable Secondary Shares ”), the number of Secondary Shares permitted to be included in the offering on behalf of Holder and the Other Sellers shall be reduced so that the number of Secondary Shares included in such Registration Statement equals the number of Allowable Secondary Shares. The number of Allowable Secondary Shares to be included in such Registration Statement shall be allocated between Holder and the Other Sellers as follows: first, Holder shall be allowed to include pro rata (based on the number of Registrable Securities that each stockholder requested be included), to the extent of any Allowable Secondary Shares, all Shares and second, to the extent of any remaining Allowable Secondary Shares, the Other Sellers shall be allowed to include pro rata (based on the number of shares that each Other Seller requested be included) the shares that they requested be included in the Registration Statement.

14. Notices of Record Date, Etc. In the event of:

(a)

(b)

(c)

Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(d)

The filing of a registration statement under the Securities Act of 1933, as amended, in connection with an Initial Public Offering;

17. Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder.

18. Notices, Etc.

19. Transfer

(b) This Warrant and all rights hereunder are transferable in whole or in part by the Holder and any successor transferee upon the prior written consent of the Company (which such consent shall not be unreasonably withheld). The Holder shall provide the Company with written representations from the Holder and the Holder’s proposed transferee satisfactory to the Company regarding the transfer or, at the election of the Company, an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected “without registration or qualification (under any Federal or State law) of this Warrant or the shares of Common Stock issuable or issued upon the exercise hereof. Upon receipt of such written notice and either such representations or opinion by the Company, the Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Common Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that , an appropriate legend, if any, respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares.

22. Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors and legal representatives.

	North American Energy Resources, Inc.

	By:	/s/ Alan Massara
	Name:	Alan Massara
	Title:	President
	Date:	November 10, 2011

EXHIBIT A TO WARRANT CERTIFICATE

Date: _______, ____

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Ladies and Gentlemen:

The undersigned hereby elects:

To exercise the warrant issued to it by North American Energy Resources, Inc. (the “Company”) and dated effective November 10, 2011 (the “Warrant”) in full and to purchase all of the ______________ shares of common stock of the Company (the “Shares”) purchasable thereunder at a purchase price of $______ per Share or an aggregate purchase price of___________ Dollars ($___________ ) (the “Exercise Price”). Pursuant to the terms of the Warrant the undersigned has delivered the Exercise Price herewith in full, in cash or by certified check or wire transfer or as otherwise permitted pursuant to Section 3 of the Warrant.

The undersigned also makes the representations set forth on Exhibit B attached to the Warrant.

The certificate(s) for such Shares shall be issued in the name of the undersigned or as otherwise indicated below:

Very truly yours,

EXHIBIT B TO WARRANT CERTIFICATE

__________________________, __________

North American Energy Resources, Inc.

228 St. Charles Ave., Suite 724

New Orleans, LA 70130

Attention: President

The undersigned, _________________ (“Purchaser”), intends to acquire up to ____________ shares of common stock (the “Shares”) of North American Energy Resources, Inc. (the “Company”) from the Company pursuant to the exercise of a certain Warrant to purchase Shares held by Purchaser. The Shares will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, Purchaser represents, warrants and agrees as follows:

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Shares, or any substitutions therefor, legends stating in substance:

and any legend required pursuant to applicable state securities laws.

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser’s resale of the Shares with Purchaser’s counsel.

Very truly yours,

EXHIBIT 23.1

CONSENT OF CHRISTOPHER ENERGY, LLC

As independent oil and gas consultants, Christopher Energy, LLC hereby consents to the incorporation by reference of all references to our firm and information from our reserves report dated May 16, 2011, included in or made a part of the North American Energy Resources, Inc. Annual Report on Form 10-K/A for the years ended April 30, 2012 and April 30, 2011 to be filed with the Securities and Exchange Commission on or about May 10, 2013.

	/s/ Gary Christopher
	CHRISTOPHER ENERGY, LLC

Tulsa, Oklahoma

May 10, 2013

Exhibit 31.1

NORTH AMERICAN ENERGY RESOURCES, INC. FORM 10-K/A

FOR THE FISCAL YEAR ENDED APRIL 30, 2012

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Clinton W. Coldren, certify that:

1.	I have reviewed this annual report on Form 10-K/A of North American Energy Resources, Inc. (the registrant);

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to me by others, particularly during the period in which this report is being prepared;

	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 14, 2013	/s/ Clinton W. Coldren
	Clinton W. Coldren
	Chief Executive Officer

Exhibit 31.2

NORTH AMERICAN ENERGY RESOURCES, INC. FORM 10-K/A

FOR THE FISCAL YEAR ENDED APRIL 30, 2012

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan G. Massara, certify that:

1.	I have reviewed this annual report on Form 10-K/A of North American Energy Resources, Inc. (the registrant);

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to me by others, particularly during the period in which this report is being prepared;

	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 14, 2013	/s/ Alan G. Massara
	Alan G. Massara
	President and
	Chief Financial Officer

Exhibit 32.1

NORTH AMERICAN ENERGY RESOURCES, INC. FORM 10-K/A

FOR THE FISCAL YEAR ENDED APRIL 30, 2012

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Clinton W. Coldren, certify that

1.	I am the Chief Executive Officer of North American Energy Resources, Inc.

2.	Attached to this certification is Form 10-K/A for the fiscal year ended April 30, 2012, a periodic report (the “periodic report”) filed by the issuer with the Securities Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), which contains financial statements.

3.	I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

	●	The periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and

	●	The information in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer for the periods presented.

May 14, 2013	/s/ Clinton W. Coldren
	Clinton W. Coldren
	Chief Executive Officer

Exhibit 32.2

NORTH AMERICAN ENERGY RESOURCES, INC. FORM 10-K/A

FOR THE FISCAL YEAR ENDED APRIL 30, 2012

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan G. Massara, certify that

1.	I am the President and Chief Financial Officer of North American Energy Resources, Inc.

2.	Attached to this certification is Form 10-K/A for the fiscal year ended April 30, 2012, a periodic report (the “periodic report”) filed by the issuer with the Securities Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), which contains financial statements.

3.	I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

	●	The periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and

	●	The information in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer for the periods presented.

May 14, 2013	/s/ Alan G. Massara
	Alan G. Massara
	President and
	Chief Financial Officer

EXHIBIT 99.1

CHRISTOPHER ENERGY, LLC

Petroleum Engineering & Evaluation

8801 South Yale, Suite 150

Tulsa, Oklahoma 74137

(918) 488-8694

April 18, 2013

REVISED REPORT

North American Energy Resources, Inc.

228 St. Charles Ave.

Suite 724

New Orleans, LA 70130

Attn: Clinton W. Coldren, CEO

On May 16, 2011 the Proved Developed Producing reserves and future net revenues were evaluated as of May 1, 2011 for the single oil and gas property.in which North American Energy Resources, Inc. (NAEI) owns an interest. NAEI represents it owns a 7.5% working interest in one gas well, the Miller 1-5, operated by Aexco Petroleum. This property is located in Texas County, Oklahoma. NAEI represents this property is 100% of their total reserves. The property was evaluated to the net interest owned by NAEI. The Working and Net Revenue Interest contained in this report were provided by NAEI and not verified by the undersigned. A summary of the net reserves and discounted net revenue is as follows:

Net Oil

Net Gas

Future Net

Present Worth

Reserve Type

(MBbls)

(MMCF)

Revenue,M$

Disc@10%.M$

Proved Developed Producing

13.32

10.74

5.69

The discounted future net revenue for is not represented to be the fair market value of these reserves.

The estimated future net revenue shown is that revenue which is forecast to be realized from the sale of the estimated net reserves after deduction of royalties, ad valorem and production taxes, direct operating expenses and drilling and completion costs, when applicable. Future net revenue as stated in this report is before the deduction of federal and state income taxes.

REVISED REPORT

North American Energy Resources, Inc.

April 18,2013

Page 2

SEC guidelines were used for the oil and gas price forecast used in this report. The gas product price used was the actual price received as of NAEI’s year end as per SEC guidelines. This price was held constant throughout the economic life of the property. NAEI provided this pricing data. Operating expenses were held constant throughout the life of the property. The operating expense used was provided by NAEI and was calculated using an average of historic operating expense.

Reserve estimates and rate projections are based on the extrapolation of established performance trends, pressure data and by comparison to analogous wells in the immediate area. The remaining gas reserves were estimated by the extrapolation of the historic decline curve. The well has been producing in excess of 30 years and has been on a constant 2.5% decline rate for at least the past 10 years. The assumptions, data, methods and procedures used were appropriate for the purpose served by the report in compliance with Item 1202(a)(8)(iv) of Regulation S-K. This method is appropriate for a well of this type. The reserves included in this study are estimates only and should not be construed as exact quantities. Future conditions may affect recovery of the estimated remaining reserves and revenue, including the volatility of natural gas prices and the mechanical integrity of the well equipment, and these reserves may be subject to revision as more performance data become available. The actual net income that will be received may be more or less than those projected.

Well tests, prices, costs, production and other data, including the extent and character of ownership, were accepted as furnished by NAEI or from public information. No tests or lease inspections were made by the undersigned in conjunction with this study. The basic data and work data for these estimates is not included in this report but is available for inspection and study by authorized interested parties.

In order to estimate the reserves, costs and future revenues shown in this report, I have relied in part on geologic, engineering and economic data furnished by the client. Although best efforts have been made to acquire all pertinent data and to analyze it carefully with methods accepted by the petroleum industry, there is no guarantee the volumes of oil and gas or the revenues projected will be realized. The reserves and revenue projections presented in this report may require revision upward or downward as additional data become available.

The proved reserves presented in the report conform to the definition as set forth in the Securities and Exchange Commission’s Regulations Part 210.4-10(a).

Any distribution or publication of this report or any part thereof must include this letter in its entirety.


	Gary R. Christopher
	Petroleum Engineer

Date: 05/16/2011
NORTH AMERICAN ENERGY RESOURCES, INC
	As Of Date: 05/01/2011	Case:	MILLER 1-5
	Discount Rate (%): 10.00	Reserve Cat:	Proved Producing
	SEC PRICING	Field:	CAMRICK
	SEC PRICING	Operator:	AEXCO PETROLEUM
		Reservoir:	MORROW
		Co., State:	TEXAS, OK

Cum Oil (Mbbl):	0.61
Cum Gas (MMcf) :	1,185.04

Year	Gross Oil (Mbbl)		Gross Gas (MMcf)		Net Oil (Mbbl)		Net Gas (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil Revenue (M$)		Gas Revenue (M$)		Misc. Revenue (M$)
2011		0.00		7.58		0.00		0.47		0.00		2.97		0.00		1.39		0.00
2012		0.00		11.09		0.00		0.68		0.00		2.97		0.00		2.03		0.00
2013		0.00		10.78		0.00		0.66		0.00		2.97		0.00		1.97		0.00
2014		0.00		10.51		0.00		0.65		0.00		-2.97		0.00		1.92		0.00
2015		0.00		10.25		0.00		0.63		0.00		2.97		0.00		1.87		0.00
2016		0.00		10.02		0.00		0.62		0.00		2.97		0.00		1.83		0.00
2017		0.00		9.74		0.00		0.60		0.00		2.97		0.00		1.78		0.00
2018		0.00		9.50		0.00		0.58		0.00		2.97		0.00		1.74		0.00
2019		0.00		9.26		0.00		0.57		0.00		2.97		0.00		1.69		0.00
2020		0.00		9.06		0.00		0.56		o.oo		2.97		0.00		1.66		0.00
2021		0.00		8.81		0.00		0.54		0.00		2.97		0.00		1.61		0.00
2022		0.00		8.59		0.00		0.53		0.00		2.97		0.00		1.57		0.00
2023		0.00		8.37		0.00		0.52		0.00		2.97		o.oo		1.53		0.00
2024		0.00		8.18		0.00		0.50		0.00		2.97		0.00		1.50		0.00
2025		0.00		7.96		0.00		0.49		0.00		2.97		0.00		1.46		0.00
Rem		0.00		76.76		0.00		4.72		0.00		2.97		0.00		14.04		0.00
Total		0.00		216.47		0.00		13.32		0.00		2.97		0.00		39.58		0.00
Ult		0.61		1,401.51

Year	Well Count	Net Tax Production (M$)	Net Tax AdValorem (M$)	Net Investment (M$)	Net Lease Costs (M$)	Net Well Costs (M$)	Other Costs (M$)	Net Profits (M$)	Annual Cash Flow (M$)	Cum Disc. Cash Flow (M$)
2011	1.00	0.10	0.00	0.00	0.67	0.00	0.00	0.00	0.62	0.60
2012	1.00	0.14	0.00	0.00	1.01	0.00	0.00	0.00	0.88	1.38
2013	1.00	0.14	0.00	0.00	1.01	0.00	0.00	0.00	0.83	2.05
2014	1.00	0.14	0.00	0.00	1.01	0.00	0.00	0.00	0.78	2.63
2015	1.00	0.13	0.00	0.00	1.01	0.00	0.00	0.00	0.74	3.13
2016	1.00	0.13	0.00	0.00	1.01	0.00	0.00	0.00	0.70	3.55
2017	1.00	0.13	0.00	0.00	1.01	0.00	0.00	0.00	0.65	3.91
2018	1.00	0.12	0.00	0.00	1.01	0.00	0.00	0.00	0.61	4.22
2019	1.00	0.12	0.00	0.00	1.01	0.00	0.00	0.00	0.57	4.48
2020	1.00	0.12	0.00	0.00	1.01	0.00	0.00	0.00	0.53	4.70
2021	1.00	0.11	0.00	0.00	1.01	0.00	0.00	0.00	0.49	4.89
2022	1.00	0.11	0.00	0.00	1.01	0.00	0.00	0.00	0.45	5.04
2023	1.00	0.11	0.00	0.00	1.01	0.00	0.00	0.00	0.42	5.17
2024	1.00	0.11	0.00	0.00	1.01	0.00	0.00	0.00	0.38	5.28
2025	1.00	0.10	0.00	0.00	1.01	0.00	0.00	0.00	0.35	5.37
Rem.		1.00	0.00	0.00	11.28	0.00	0.00	0.00	1.76	0.32
Total		2.81	0.00	0.00	26.04	0.00	0.00	0.00	10.74	5.69

Major Phase:	Gas		Abandonment Date:	03/19/2037
Perfs :	6782 - 6804		Working Int:	0.07500000	Present Worth Profile (M$)
Initial Rate:	950.00	Mcf/month	Revenue Int:	0.06152945	PW	5.00% :	7.51
Abandonment:	493.28	Mcf/month			PW	8.00% :	6.31
Initial Decline:	2.50				PW	10.00% :	5.69
					PW	12.00% :	5.18
					PW	15.00% :	4.56
					PW	20.00% :	3.82

Christopher Energy LLC