UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

 [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

 [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____to _______

Commission File Number: 000-53811

BE RESOURCES INC.
(Exact Name of Registrant as Specified in its Charter)

107 Hackney Circle, Elephant Butte, New Mexico, 87935
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number including area code: (575) 744-4014

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post such files).

Yes [   ]   No [   ] 

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

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

Yes [  ]  No [X]

Number of common shares outstanding at August 12, 2011: 50,045,750

BE Resources Inc.
Index

The accompanying notes are an integral part of these unaudited interim financial statements.

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The accompanying notes are an integral part of these unaudited interim financial statements.

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The accompanying notes are an integral part of these unaudited interim financial statements.

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The accompanying notes are an integral part of these unaudited interim financial statements.

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As at June 30, 2011, the weighted average exercise price of the outstanding options is $0.30 (Cdn$0.29) . As at June 30, 2011, the weighted average remaining contractual life of outstanding options is 1.60 years.

The fair value of the stock options granted was estimated using the Black-Scholes option pricing model and is amortized over the related service period of the underlying options. This model requires management to make estimates of the expected volatility of its common shares, the expected term of the option to exercise, the expected future forfeiture rate, and future interest rates. The risk free interest rate is based on the U.S. Treasury Bond rate. The Company has not paid dividends and does not expect to pay dividends in the immediate future. As historical volatility of the Company’s common shares is not available, expected volatility is based on the historical performance of the common shares of other corporations with similar operations. The expected life of the stock options was estimated using management’s best estimate based on a study of the exercise activities of historical trends and future expectations.

During the six months ended June 30, 2011, the Company granted 40,000 options, valued at $10,908, to a consultant at an exercise price of $0.40 that expires on January 17, 2013. The options vested immediately. As of June 30, 2011, an additional 500,000 options granted in the prior year, with various exercise prices vesting periods and expiration dates, have vested valued at $41,287 and options valued at $81,583, previously recorded as prepaid expense, have been expensed. The weighted average grant date fair value of these options was $0.275 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 162.31%; risk free interest rate of 1.79%; and expected term of 2 years.

In accordance with ASU 2010 13 as further discussed in Note 2 under “Accounting Principles Recently Adopted”, the Company has recorded a cumulative adjustment of $846,300 to eliminate the stock option and warrant liability.

On September 27, 2010 and October 4, 2010, the Company entered into two Consulting Agreements which required the Company to grant a total of 200,000 stock options, valued at $163,000, for services to be performed over a six month period. During the six month period ended June 30, 2011, the Company expensed the remaining prepaid balance of $81,583 as stock based compensation.

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As at June 30, 2011, the following warrant and compensation warrants were outstanding:

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Introduction

The following discussion updates our plan of operation as of August 12, 2011. It also analyzes our financial condition at June 30, 2011 and compares it to our financial condition at December 31, 2010. The discussion also summarizes the results of our operations for the three and six months ended June 30, 2011 and 2010, and compares each period’s results to the results of the comparable prior period. The discussion in this Management's Discussion and Analysis of Financial Condition and Results of Operation should be read in conjunction with our unaudited interim financial statements and the notes thereto appearing in this report as well as the management's discussion and analysis and audited financial statements included in our annual report on the Form 10-K for the year ended December 31, 2010.

Plan of Operation

We plan to continue drilling on the Warm Springs property. We also intend to provide the required financial assurance which we believe will result in issuance of the permit at our Iron Mountain property. We then intend to commence drilling on that property. Assuming that this initial exploration confirms that a second phase of follow-up diamond core drilling is warranted, our two year program contemplates the drilling of a total of 50 additional holes at Warm Springs and the outlying hydrothermal areas. As we commence our drilling program, we expect to incur significant additional expenses for drilling, and less in consulting fees.

As at August 12, 2011, we had approximately $280,000 funds available to spend over the next year. We anticipate to spend the funds as follows: $150,000 for drilling and compliance; $12,000 for lease maintenance; and $118,000 for other working capital items (includes management and consulting fees and other corporate overheads).

Liquidity and Capital Resources

As of June 30, 2011, we had working capital of $149,312, consisting of current assets of $510,167 and current liabilities of $360,855. Our working capital at June 30, 2011 represents a decrease in our working capital of $1,460,380 from December 31, 2010. The decrease represents cash spent on operations, including consulting, professional and permitting fees and an increase in our stock option and warrant liability.

Substantially all of our current assets at June 30, 2011 consisted of cash and prepaid expenses and other receivables. Our current liabilities at June 30, 2011 consisted of accounts payable and accrued liabilities.

Our longer term ability to carry out our business plan is dependent on our ability to achieve profitable operations or to obtain additional financing. Due to the fact that we are an exploration stage company, have no established source of revenue and are dependent on receipt of additional financing, our independent accountants have raised substantial doubt about our ability to continue as a going concern. As of August 12, 2011, we estimate, based on the cash on hand at that time, that we have sufficient funding to continue our operations until December 2011, following which we expect to solicit additional financing. Our outstanding warrants and outstanding exercisable stock options may provide some additional capital. If all those warrants and stock options are exercised, of which there is no assurance, we would obtain additional proceeds of $1,878,613. As at August 12, 2011, the exercise price of the options and warrants is more than the market price of our stock, suggesting that it is not likely that either the warrants or options will be exercised.

We have financed all of our operations since inception through the sale of common stock and warrants and expect that to be the case for the foreseeable future.

During the six months ended June 30, 2011, our cash decreased by $2,417,513 which is a result of the cash used in operations.

Off Balance Sheet Arrangements

As of June 30, 2011, we had no off-balance sheet arrangements or obligations that are likely to have a material effect on our financial condition, results of operation or business.

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Results of Operations

Three months ended June 30, 2011 and 2010.

For the three months ended June 30, 2011, we realized a net loss of $871,163 (June 30, 2010: $1,451,975) or $0.02 per share (June 30, 2010: $0.04 per share), and no revenue. During the 2011 period there were increases/decreases in geological consulting fees, management and consulting fees, licenses and permits, stock-based compensation and change in warrant liability. Each of these items is analyzed in more detail immediately below:

• Geological consulting fees for the three months ended June 30, 2011 was $371,749 (three months ended June 30, 2010 - $241,019). The increase of $130,730 can be attributed to focused exploration work conducted on our property during the three months ended June 30, 2011 while during the three months ended June 30, 2010 exploration work was limited as permits were not received;

• Management and consulting fees decreased by $56,331 for the three months ended June 30, 2011 compared to the comparative period in 2010, primarily due to the revision of the Chief Executive Officer’s office allowance which took effect in 2010;

• Licenses and permits for the three months ended June 30, 2011, was $61,047 (three months ended June 30, 2010 - $nil). The increase of $61,047 is attributable to payment for mining claims during the three months ended June 30, 2011 while in the 2010 comparative period no such payments were made.

• The decrease of $346,999 in stock-based compensation during the three months ended June 30, 2011, compared to the same period in 2010, was mainly due to the vesting of unvested stock options over the service period. The Company expenses the options over the service period which can create variances from one period to another. The decrease is also attributable to the elimination of stock option liability in 2011 in accordance with ASU 2010-13.

• Change in warrant liability for the three months ended June 30, 2011, was $nil (three months ended June 30, 2010 - $373,946). The decrease of $373,946 resulted from the elimination of warrant liability in 2011 in accordance with ASU 2010-13.

Six months ended June 30, 2011 and 2010.

For the six months ended June 30, 2011, we realized a net loss of $2,443,414 (June 30, 2010: $1,627,952) or $0.05 per share (June 30, 2010: $0.05 per share), on no revenue. During the 2011 period there were increases/decreases in drilling, geological consulting fees, professional fees, change in warrant liability, stock-based compensation and fees, licenses and permits. Each of these items is analyzed in more detail immediately below:

• Drilling for the six months ended June 30, 2011 was $620,381 (six months ended June 30, 2010 - $nil). The increase of $620,381 can be attributed to continued drilling on the Warm Spring Beryllium Project during the six months ended June 30, 2011 while no drilling had commenced in the six months ended June 30, 2010;

• Geological consulting fees for the six months ended June 30, 2011 was $890,812 (six months ended June 30, 2010 - $413,579). The increase of $477,233 can be attributed to focused exploration work conducted on our property during the six months ended June 30, 2011 while during the six months ended June 30, 2010 exploration work was limited as permits were not received;

• The decrease of $125,200 in stock-based compensation during the six months ended June 30, 2011, compared to the same period in 2010, was mainly due to the vesting of unvested stock options over the service period. The Company expenses the options over the service period which can create variances from one period to another. The decrease is also attributable to the elimination of stock option liability in 2011 in accordance with ASU 2010-13.

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• Change in warrant liability for the six months ended June 30, 2011, was $nil (six months ended June 30, 2010 - $331,646). The decrease of $331,646 resulted from the elimination of warrant liability in 2011 in accordance with ASU 2010-13.

• Professional fees for the six months ended June 30, 2011, was $185,638 (six months ended June 30, 2010 - $249,346). The decrease of $63,708 can be attributed to legal services required to acquire permits during the six months ended June 30, 2010 while in the 2011 comparative period less services were required for general corporate activity;

• Licenses and permits for the six months ended June 30, 2011, was $179,685 (six months ended June 30, 2010 - ($140)). The increase of $179,825 is attributable to payment for additional mining claims during the six months ended June 30, 2011 while in the 2010 comparative period no such payments were made as permits were not yet received.

We expect to incur losses until such time, if ever, we identify commercial amounts of mineralized material and successfully extract such material for sale to third parties.

Please see “Plan of Operation” above for a description of costs and expenses that we expect to incur during the remainder of 2011.

Accounting Principles Recently Adopted

In April 2010, the FASB issued ASU 2010-13, "Compensation-Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force". ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this update do not expand the recurring disclosures required by Topic 718. Disclosures currently required under Topic 718 are applicable to a share-based payment award, including the nature and the term of share-based payment arrangements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company has assessed the impact of this accounting update and reclassified the stock option liability relating to the 2.2 million stock options with exercise price denominated in Canadian dollars to equity.

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Forward-Looking Statements

This report contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

• statements concerning our expectations about exploration results;

• statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, decreased expenses and avoided expenses and expenditures; and

• statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

The important factors that could prevent us from achieving our stated goals and objectives include, in addition to the risk factors identified elsewhere in this report, the following:

• The success of our exploration program;
• Unexpected changes in business and economic conditions;
• Commodity price fluctuations;
• Technological changes in the mining industry;
• Any change in interest rates, currency exchange rates or inflation;
• The willingness and ability of third parties to honour their contractual commitments;
• Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition in the mining industry for risk capital;
• Our costs of exploration and production, if any;
• Environmental and other regulations, as the same presently exist and may hereafter be amended;
• Local and community impacts and issues; and
• Volatility of our stock price.

We undertake no responsibility or obligation to update publicly these forward-looking statements, but may do so in the future in written or oral statements at our discretion. Investors should take note of any future statements made by or on our behalf.

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ITEM 4. CONTROLS AND PROCEDURES

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PART II: OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are filed with this report:

SIGNATURES

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

BE RESOURCES INC.

/s/ David Q. Tognoni                                               
By David Q. Tognoni, President and Chief Executive Officer
Dated: August 12, 2011

/s/ Carmelo Marrelli                                                   
By Carmelo Marrelli, Chief Financial Officer
Dated: August 12, 2011

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