U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: January 31, 2013

 

File No. 000-52522

 

North American Energy Resources, Inc.

(Name of small business issuer in our charter)

 

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

 

1535 Soniat St., New Orleans, LA 70115

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number: (504) 561-1151

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [  ]

 

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

 

Large accelerated filer [  ]   Accelerated filer [  ]   Non-accelerated filer [  ]   Smaller reporting company [X]

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 21,554,945 shares of common stock outstanding as of February 25, 2013.

 

 

 

 The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, contained in North American Energy Resources, Inc.’s Form 10-K dated April 30, 2012.

 

TABLE OF CONTENTS

 

				Page
PART I – FINANCIAL INFORMATION (Unaudited)
Item 1:		Consolidated Financial Statements		F-1
Item 2:		Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Item 3:		Quantitative and Qualitative Disclosures About Market Risk		6
Item 4:		Controls and Procedures		6
PART II - OTHER INFORMATION
Item 1:		Legal Proceedings		7
Item 1A:		Risk Factors		7
Item 2:		Unregistered Sales of Equity Securities and Use of Proceeds		7
Item 3:		Defaults upon Senior Securities		7
Item 4:		Submission of Matters to a Vote of Security Holders		7
Item 5:		Other Information		7
Item 6:		Exhibits		7

 

  

PART I - Financial Information

Item 1: Financial Statements

 

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Consolidated Balance Sheets

January 31, 2013 (Unaudited) and April 30, 2012

 

		January 31, 2013				April 30, 2012
ASSETS
Current assets:
Cash and cash equivalents		$	845			$	316
Accounts receivable			359				367
Total current assets			1,204				683
Properties and equipment, at cost:
Proved oil and natural gas properties and equipment			2,358				2,358
Accumulated depreciation and amortization			(263	)			(182	)
Total properties and equipment			2,095				2,176
Total assets		$	3,299			$	2,859
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
Trade		$	54,085			$	97,616
Related parties			20,257				18,698
Accrued expenses - Related Party			250,913				223,772
Convertible note payable - officer			459,645				392,810
Convertible note payable			38,678				38,678
Total current liabilities			823,578				771,574
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 January 31, 2013 and April 30, 2011, respectively			21,555				21,555
Additional paid in capital			2,838,197				2,838,197
Deficit accumulated during the development stage			(3,680,031	)			(3,628,467	)
Total stockholders’ deficit			(820,279	)			(768,715	)
Total liabilities and stockholders’ deficit		$	3,299			$	2,859

 

See accompanying notes to consolidated financial statements

 

  

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Statements of Consolidated Operations

For the three months ended January 31, 2013 and 2012

(Unaudited)

 

		January 31, 2013				January 31, 2012
Oil and natural gas sales		$	388			$	326
Total revenues			388				326
Costs and expenses
Oil and natural gas production taxes			29				23
Oil and natural gas production expenses			244				244
Depreciation and amortization			27				19
General and administrative expense			3,830				354,451
Total costs and expenses			4,130				354,737
Loss from operations			(3,742	)			(354,411	)
Other income (expense):
Interest expense			(9,520	)			(4,486	)
Total other income (expense)			(9,520	)			(4,486	)
Net loss		$	(13,262	)		$	(358,897	)
Net loss per common share, basic and diluted		$	(0.00	)		$	(0.02	)
Weighted average common shares outstanding			21,554,945				21,554,945

 

See accompanying notes to consolidated financial statements.

 

 

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Statements of Consolidated Operations

For the nine months ended January 31, 2013 and 2012

and the period from inception (August 18, 2006) through January 31, 2013

(Unaudited)

 

										Inception
										(August 18, 2006)
										through
		January 31, 2013				January 31, 2012				January 31, 2013
Oil and natural gas sales		$	1,036			$	1,572			$	47,024
Pipeline fees			-				-				2,450
Total revenues			1,036				1,572				49,474
Costs and expenses
Oil and natural gas production taxes			75				113				3,385
Oil and natural gas production expenses			830				750				108,940
Depreciation and amortization			81				89				16,327
Asset impairment			-				-				910,714
Non-cash compensation			-				-				1,414,291
Bad debt expense			-				-				86,000
General and administrative expense			23,511				595,916				1,070,970
Total costs and expenses			24,497				596,868				3,610,627
Loss from operations			(23,461	)			(595,296	)			(3,561,153	)
Other income (expense):
Other income			-				9,619				9,939
Interest income			-				-				900
Interest expense			(28,103	)			(5,262	)			(129,717	)
Total other income (expense)			(28,103	)			4,357				(118,878	)
Net loss		$	(51,564	)		$	(590,939	)		$	(3,680,031	)
Net loss per common share, basic and diluted		$	(0.00	)		$	(0.03	)
Weighted average common shares outstanding			21,554,945				21,554,945

  

See accompanying notes to consolidated financial statements.

 

 

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Consolidated Statements of Stockholders’ Deficit

For the period from inception (August 18, 2006) through January 31, 2013

(Unaudited)

 

																		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.

 

 

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Consolidated Statements of Stockholders’ Deficit, continued

For the period from inception (August 18, 2006) through January 31, 2013

(Unaudited)

 

										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.

 

 

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Consolidated Statements of Stockholders’ Deficit, continued

For the period from inception (August 18, 2006) through January 31, 2013

(Unaudited)

 

																		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				-
Net loss							-				-				-				-
BALANCE January 31, 2013							21,554,945			$	21,555			$	2,838,197			$	-

 

(Continued)

 

See accompanying notes to consolidated financial statements.

 

 

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Consolidated Statements of Stockholders’ Deficit, continued

For the period from inception (August 18, 2006) through January 31, 2013

(Unaudited)

 

										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	)
Net loss			-				-				(51,564	)			(51,564	)
BALANCE January 31, 2013		$	-			$	-			$	(3,680,031	)		$	(820,279	)

 

See accompanying notes to consolidated financial statements.

 

 

 

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Statements of Consolidated Cash Flows

For the nine months ended January 31, 2013 and 2012

and the period from inception (August 18, 2006) through January 31, 2013

(Unaudited)

 

										Inception
										(August 18, 2006)
										through
		January 31, 2013				January 31, 2012				January 31, 2013
Operating activities
Net loss		$	(51,564	)		$	(590,939	)		$	(3,680,031	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			81				89				16,327
Non-cash compensation			-				-				1,414,291
Bad debt expense			-				-				104,243
Asset impairment			-				-				910,714
Changes in operating assets and liabilities:
Accounts receivable			8				(150	)			(96,416	)
Interest accrued on loan to related party			-				-				(900	)
Prepaid expenses and other assets			-				8,664				12,232
Accounts payable - increase (decrease)			(43,531	)			87,216				321,972
Accrued expenses			27,141				214,042				337,028
Oil and gas proceeds due others			-				(368	)			-
Repayments - joint interest owners			-				-				(9,643	)
Net cash used in operating activities			(67,865	)			(281,446	)			(670,183	)
Investing activities
Payments for oil and natural gas properties and equipment			-				-				(166,311	)
Cash received in excess of cash paid in reverse acquisition of North American Energy Resources, Inc.			-				-				119,830
Proceeds from sale of oil and gas properties			-				-				7,500
Payments for pipeline			-				-				(7,500	)
Net cash used in investing activities			-				-				(46,481	)
Financing activities
Loan proceeds			-				-				48,750
Shareholder contribution			-				-				50,000
Loans from officers and shareholders			66,835				375,181				590,495
Related party advances for working capital			1,559				(35,760	)			2,264
Sale of common stock			-				-				26,000
Net cash provided by financing activities			68,394				339,421				717,509
Net increase in cash and cash equivalents			529				57,975				845
Cash and cash equivalents, beginning of period			316				716				-
Cash and cash equivalents, end of period		$	845			$	58,691			$	845

 

(Continued)

 

See accompanying notes to consolidated financial statements.

 

  

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Statements of Consolidated Cash Flows, Continued

For the nine months ended January 31, 2013 and 2012

and the period from inception (August 18, 2006) through January 31, 2013

(Unaudited)

 

										Inception
										(August 18, 2006)
										through
		January 31, 2013				January 31, 2012				January 31, 2013
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
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:
Convertible notes payable			-				-				591,778
Consulting agreements			-				-				911,100
Unevaluated oil and natural 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 related party			-				-				75,250
Advance from shareholder converted to note			-				-				2,000
Participant advance converted to accounts payable			-				-				31,829
Accounts payable converted to convertible note payable			-				-				38,678
Convertible note payable and accrued interest forgiven by related party			-				-				57,920

 

See accompanying notes to consolidated financial statements.

 

 

NORTH AMERICAN ENERGY RESOURCES, INC. AND SUBSIDIARY

(Development Stage Company)

Notes to Consolidated Financial Statements

January 31, 2013

 

Note 1: Organization and summary of significant accounting policies

 

Organization

 

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

 

NAER was incorporated in Nevada on August 22, 2006 as Mar Ked Mineral Exploration, Inc. and changed its name to North American Energy Resources, Inc. on August 11, 2008. NAE was incorporated in Nevada on August 18, 2006 as Signature Energy, Inc. and changed its name to North American Exploration, Inc. on June 2, 2008.

 

The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These consolidated financial statements have not been audited.

 

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report for the year ended April 30, 2012, which is included in the Company’s Form 10-K dated April 30, 2012. The financial data for the interim periods presented may not necessarily reflect the results to be anticipated for the complete year.

 

Business

 

NAE is an independent oil and natural gas company engaged in the acquisition, exploration and development of oil and natural gas properties and the production of oil and natural gas. The Company operates in the upstream segment of the oil and gas industry which includes the drilling, completion and operation of oil and gas wells. The Company has an interest in a pipeline in Oklahoma which is currently shut-in, but has been used to gather natural gas production. The Company has a non-operated interest in a gas well in Texas County, Oklahoma and is continuing to seek additional acquisition possibilities.

 

On December 15, 2010, the Company introduced a new Executive Team. Clinton W. Coldren became the new Chairman and Chief Executive Officer and Alan G. Massara became Director, President and Chief Financial Officer. The new Executive Team is actively reviewing opportunities to acquire additional oil and gas production, development and exploration properties. The initial focus is on properties that are currently producing, but which contain upside drilling and workover potential. If successful, any acquisition will require significant new external financings which could materially change the existing capital structure of the Company. There can be no guarantee that the Company will successfully conclude an acquisition.

 

 

Development stage

 

The Companies are in the development stage and have realized only nominal revenue to date. The decline in gas prices and limited reserves caused the Company’s original gas development plans in Washington County, Oklahoma to be cancelled and these properties were sold effective October 1, 2010. Accordingly, the operations of the Companies are presented as those of a development stage enterprise, from their inception (August 18, 2006).

 

Going concern

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has a negative net working capital of $822,374 as of January 31, 2013 and a net loss of $51,564. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

The Company invested in its first non-operated gas well in October 2010 and plans to continue this course as funds become available. The Company has limited business activities which are not capable of supporting current operating requirements.

 

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

 

Fiscal year

 

2013 refers to periods ending during the fiscal year ending April 30, 2013 and 2012 refers to periods ended during the fiscal year ended April 30, 2012.

 

Reclassification

 

Certain reclassifications have been made in the financial statements at January 31, 2012 and for the periods then ended to conform to the January 31, 2013 presentation. The reclassifications had no effect on net loss or shareholders’ deficit.

 

Recent adopted and pending accounting pronouncements

 

We have evaluated all recent accounting pronouncements as issued by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”) through August 31, 2012 and find none that would have a material impact on the financial statements of the Company.

 

Note 2: related party transactions

 

Accounts payable - related parties includes the following expense reimbursements due to related parties at January 31, 2013 and April 30, 2012. Amounts due include reimbursements for D&O insurance, rent, travel, legal and cash advances for payment of other administrative expenses.

 

			January 31, 2013				April 30, 2012
	Alan G. Massara, Chief Financial Officer		$	20,257			$	18,698
			$	20,257			$	18,698

 

 

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. At October 31, 2011, accrued expenses included $90,000 accrued for compensation. 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:

 

			January 31, 2013				April 30, 2012
	Accrued compensation due officers		$	208,750			$	208,750
	Accrued interest due CEO			38,520				11,583
	Amount due related parties			247,270				220,333
	Other accrued expenses			-				994
	Accrued interest - other			3,195				2,029
	Asset retirement obligation			448				416
			$	250,913			$	223,772

 

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 a 8% Convertible Note in the principal amount of $500,000. The Convertible Note has a term of one year and is convertible 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. The loan balance was $459,645 and $392,810 at January 31, 2013 and April 30, 2012, respectively. Mr. Coldren has agreed to extend the maturity date of the note to April 30, 2013.

 

Note 3: Stockholder’s equity

 

PREFERRED STOCK

 

The Company has 100,000,000 shares of its $0.001 par value preferred stock authorized. At January 31, 2013 and April 30, 2012 the Company had no shares issued and outstanding.

 

COMMON STOCK

 

The Company has 100,000,000 shares of its $0.001 par value common stock authorized. At January 31, 2013 and April 30, 2012 the Company had 21,554,945 shares issued and outstanding, respectively.

 

WARRANTS

 

As a part of their initial compensation, 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 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) The Executive Team is 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.

 

4.

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.

 

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. No options were outstanding at January 31, 2013. At January 31, 2013, there are 1,242,333 shares available for grant.

 

Note 4: CONVERTIBLE NOTES PAYABLE

 

The Company has a convertible note payable in the amount of $38,678 which is due July 6, 2013 with interest accruing at 4% per annum. The note is convertible into the Company’s common stock at $0.10 per share.

 

  

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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

  

COMPARISON OF THREE MONTHS ENDED JANUARY 31, 2013 AND 2012

 

Revenues

 

Revenues during the three months ended January 31, 2013 and 2012 were $388 and $326, respectively. The 2013 period included net production of 167 MCF at an average price of $2.32 and the 2012 period included net production of 111 MCF at an average price of $2.94.

 

Costs and expenses during the three months ended January 31, 2013 and 2012 were as follows:

 

		2013				2012
Oil and natural gas production taxes		$	29			$	23
Oil and natural gas production expenses			244				244
Depreciation and amortization			27				19
Other general and administrative expense			3,830				354,451
Total		$	4,130			$	354,737

 

Other general and administrative expense decreased in the current year period from $354,451 in 2012 to $3,830 in 2013, primarily due to a reduction in costs associated with the due diligence and planned property acquisition and the new office location. Rent decreased $23,544; officer compensation decreased $118,750; legal and professional costs decreased $179,001; travel and entertainment decreased $25,600; and other costs associated with maintaining a separate office also decreased.

 

Other expense during the three months ended January 31, 2013 and 2012 is as follows:

 

		2013				2012
Interest expense		$	(9,520	)		$	(4,486	)
Total		$	(9,520	)		$	(4,486	)

 

The increase in interest expense is the result of the convertible note payable to an officer which did not begin funding until after the second quarter of last year.

 

COMPARISON OF NINE MONTHS ENDED JANUARY 31, 2013 AND 2012

 

Revenues

 

Revenues during the nine months ended January 31, 2013 and 2012 were $1,036 and $1,572, respectively. The 2013 period included net production of 504 MCF at an average price of $2.06 and the 2012 period included net production of 515 MCF at an average price of $3.05.

 

  

Costs and expenses during the nine months ended January 31, 2013 and 2012 were as follows:

 

		2013				2012
Oil and natural gas production taxes		$	75			$	113
Oil and natural gas production expenses			830				750
Depreciation and amortization			81				89
Other general and administrative expense			23,511				595,916
Total		$	24,497			$	596,868

 

Other general and administrative expense decreased in the current year period from $595,916 in 2012 to $23,511 in 2013, primarily due to a reduction in costs associated with the due diligence and planned property acquisition and the new office location. Rent decreased $55,009; officer compensation decreased $208,750; legal and professional costs decreased $265,071; travel and entertainment decreased $34,270; and other costs associated with maintaining a separate office also decreased.

 

Other income (expense) during the nine months ended January 31, 2013 and 2012 is as follows:

 

		2013				2012
Other income		$	-			$	9,619
Interest expense			(28,103	)			(5,262	)
Total		$	(28,103	)		$	4,357

 

In 2012, the Company recognized a gain of $9,619 from settlement of debt. The increase in interest expense in 2013 as compared to 2012 is the result of the convertible note payable to an officer which did not begin accruing interest until after the second quarter of 2012 and thus having a higher weighted average balance in 2013 than in 2012.

  

LIQUIDITY AND CAPITAL RESOURCES

 

Historical information

 

At January 31, 2013, we had $845 in cash, $359 in accounts receivable and a working capital deficit of $822,374. Comparatively, we had cash of $316 and a working capital deficit of $770,891 at April 30, 2012.

 

We entered into an Asset Purchase Agreement which expired in December 2011. The majority of our decreased administrative cost during the three-month period ended January 31, 2013 was a result of preliminary due diligence costs and preliminary financing costs associated with the planned purchase in the year earlier period.

 

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 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 January 31, 2013, our CEO has loaned $459,645 for this purpose. If a potential acquisition is identified additional capital may be required to be raised 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

 

We will seek funding to finance due diligence and the cost of an as yet unidentified acquisition, which may require significant new external financing and which 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 $67,865 for the nine-month period ended January 31, 2013 and cash used in operations was $281,446 for the comparable 2012 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 PROVIDED BY FINANCING ACTIVITIES

 

We incurred no capital costs in the nine-month periods ended January 31, 2013 and 2012.

 

GOING CONCERN

 

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

 

At January 31, 2013 and April 30, 2012 the Company had a working capital deficit of $822,374 and $770,891, respectively. The Company has an accumulated deficit of $3,680,031 which includes a loss of $51,564 during the nine months ended January 31, 2013. In January 2011, the Company exchanged $38,678 in accounts payable for a convertible note payable due in July 2013 with interest accruing at 4% per annum. The note is convertible into common stock at $0.10 per share. Beginning in November 2011, the Company’s CEO loaned the Company funds for due diligence and operating expenses pursuant to a Convertible Bridge Loan Note approved by the Board of Directors and executed on November 3, 2011. The majority of these expenses were incurred while attempting to complete an oil and gas property acquisition. The acquisition agreement was terminated in December 2011 and the acquisition was not completed. . At January 31, 2013, the Company’s CEO had loaned the Company $459,645, which is due April 30, 2013.

 

The Company invested in its first non-operated gas well in October 2010 and plans to continue this course as funds become available. The Company has limited business activities which are not capable of supporting current operating requirements.

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

None.

 

 

Item 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

Item 4:

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 January 31, 2013. Our management has determined that, as of January 31, 2013, the Company’s disclosure controls and procedures are effective.

 

Changes in internal control over financial reporting

 

There have been no significant changes in internal controls or in other factors that could significantly affect these controls during the quarter ended January 31, 2013, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

PART II - OTHER INFORMATION

 

Item 1:

Legal Proceedings

 

None

 

Item 1A:

RISK FACTORS

 

Not applicable.

 

Item 2:

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

Item 3:

Defaults upon Senior Securities.

 

None

 

Item 4:

Submission of Matters to a Vote of Security Holders.

 

None

 

Item 5:

Other Information.

 

None

 

Item 6:

Exhibits

 

	Exhibit 31.1	Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer
	Exhibit 31.1	Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer
	Exhibit 32.1	Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer
	Exhibit 32.1	Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer

 

 

Signature

 

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

 

	NORTH AMERICAN ENERGY RESOURCES, INC.
Date: March 14, 2013
	By:	/s/ Alan G. Massara
		President and Chief Financial Officer