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 Quarter Ended ~~September~~June 30, ~~2010~~2011

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-15474

NATURAL RESOURCES USA CORPORATION

(Exact name of Company as specified in its charter)

Utah		87-0403973
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

3200 County Road 31, Rifle, CO 81650

(Address of Principal Executive Offices)

Company's telephone number, including area code:		(214) 253-2556
Company’s Web Page:		www.naturalresourcesusacorp.com

Check whether issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 o

Yes x No o

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.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

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

As of ~~November~~October 123, ~~2010~~2011, the number of shares outstanding of the Company's $.01 par value common stock was 352,~~413~~488,582.

NATURAL RESOURCES USA CORPORATION

(formerly AmerAlia, Inc.)

INDEX TO FORM 10-Q

		Page
PART I:	FINANCIAL INFORMATION
Item 1:	Financial Statements (unaudited)
	Consolidated Balance Sheets – September 30, 2010 (unaudited) and June 30, 2010	1
	Consolidated Balance Sheets – June 30, 2011 and December 31, 2010	1
	Consolidated Statements of Income for the Three Months Ended September 30, 2010 and 2009 (unaudited)	3
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2011 and 2010	3
	Consolidated Statement of Stockholders’ Equity (unaudited)	4
	Consolidated Statement of Stockholders’ Equity	5
	Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2010 and 2009 (unaudited)	5
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010	6
	Condensed Notes to the Consolidated Financial Statements (unaudited)	6
	Condensed Notes to the Consolidated Financial Statements	7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	910
Item 4:	Controls and Procedures	1214
PART II:	OTHER INFORMATION
Item 1:	Legal Proceedings	1316
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	1417
Item 6:	Exhibits	1417
	SIGNATURES	1417

Index

NATURAL RESOURCES USA CORPORATION

~~(formerly~~Consolidated ~~AmerAlia,~~Balance ~~Inc.)~~Sheets

Consolidated

	June 30, 2011		December 31, 2010
	(Unaudited)

ASSETS

CURRENT ASSETS
Cash	$	3,495,227	$	4,165,028
Accounts receivable, net		4,282,406		3,890,699
Inventories		877,369		852,203
Prepaid expenses		196,268		124,034
Related party receivables		200,899		104,941
Deferred tax asset		76,000		76,400
Total Current Assets		9,128,169		9,213,305

FIXED ASSETS
Property, plant and equipment, net		15,943,532		13,217,274
Cavities and well development, net		9,439,113		10,062,553
Mineral leases		4,167,471		4,167,471
Total Fixed Assets		29,550,116		27,447,298

OTHER ASSETS
Water rights		3,150,582		3,150,582
Patents, net		16,183		17,859
Well and well development RSL		595,000		595,000
Equipment held and not yet in service		2,498,611		2,498,611
Deferred financing and acquisition costs, net		657,132		673,372
Rock School lease and reserves		3,300,000		3,300,000
Deposits and bonds		-		2,000
Restricted cash		1,388,758		1,371,390
Deferred tax asset, net		-		282,100
Total Other Assets		11,606,266		11,890,914

TOTAL ASSETS	$	50,284,551	$	48,551,517

Balance Sheets

	September 30, 2010		June 30, 2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	5,391,610	$	6,318,377
Accounts receivable, net		3,813,685		3,618,424
Inventories		815,769		814,974
Prepaid expenses		146,872		96,729
Total Current Assets		10,167,936		10,848,504
FIXED ASSETS
Property, plant and equipment, net		10,925,833		10,969,669
Cavities and well development, net		9,833,687		9,164,003
Mineral leases		4,167,471		4,167,471
Total Fixed Assets		24,926,991		24,301,143
OTHER ASSETS
Water rights		3,150,582		3,150,582
Patents, net		18,697		19,535
Well and well development RSL		595,000		595,000
Equipment held and not yet in service		3,197,842		3,197,842
Deferred financing and acquisition costs, net		683,117		692,861
Rock School lease and reserves		3,300,000		3,300,000
Deposits and bonds		3,000		4,000
Restricted cash		1,343,250		1,312,908
Total Other Assets		12,291,488		12,272,728
TOTAL ASSETS	$	47,386,415	$	47,422,375

The accompanying notes are an integral part of these consolidated financial statements

Index

NATURAL RESOURCES USA CORPORATION

~~(formerly~~Consolidated ~~AmerAlia,~~Balance ~~Inc.~~Sheets (Continued)

Consolidated

	June 30, 2011			December 31, 2010
	(Unaudited)

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	1,356,462		$	1,453,489
Royalties payable		1,214,137			1,170,964
Accrued expenses		1,420,400			681,718
Accrued expenses due to related parties		53,012			337,672
Income taxes payable		815,653			173,976
Current portion of notes payable		10,061			9,869
Current portion of capital lease obligations		892			6,094
Current portion of asset retirement obligations		207,000			207,000
Total Current Liabilities		5,077,617			4,040,782

LONG TERM LIABILITIES
Notes payable		6,932			12,012
Deferred tax liabilities		93,700			-
Asset retirement obligations		1,560,005			1,554,582
Total Long Term Liabilities		1,660,637			1,566,594
TOTAL LIABILITIES		6,738,254			5,607,376

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, $0.01 par value; 700,000,000 shares authorized; 352,488,582 and 352,413,582 issued and outstanding, respectively		3,524,886			3,524,136
Additional paid-in capital		148,289,650			147,933,336
Accumulated deficit		(108,268,239	)		(108,513,331	)
Total Stockholders' Equity		43,546,297			42,944,141

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	50,284,551		$	48,551,517

Balance Sheets (Continued)

	September 30, 2010			June 30, 2010
	(Unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,644,831		$	1,568,676
Royalties payable		1,149,254			1,134,905
Accrued expenses		658,323			595,783
Accrued expenses due to related parties		339,753			80,867
Current portion of notes payable		330,583			1,735,582
Current portion of capital lease obligations		8,656			9,256
Total Current Liabilities		4,131,400			5,125,069
LONG TERM LIABILITIES
Notes payable		14,515			16,993
Capital lease obligations		-			892
Asset retirement obligations		1,228,850			1,275,451
Total Long Term Liabilities		1,243,365			1,293,336
TOTAL LIABILITIES		5,374,765			6,418,405
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $0.05 par value; 1,000,000 authorized; 0 issued and outstanding		-			-
Common stock, $0.01 par value; 700,000,000 shares authorized; 352,413,582 issued and outstanding		3,524,136			3,524,136
Additional paid-in capital		147,887,754			147,838,026
Accumulated deficit		(109,400,240	)		(110,358,192	)
Total Stockholders' Equity		42,011,650			41,003,970
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	47,386,415		$	47,422,375

The accompanying notes are an integral part of these consolidated financial statements

Index

NATURAL RESOURCES USA CORPORATION

~~(formerly~~Consolidated ~~AmerAlia,~~Statements ~~Inc.)~~of Income

Consolidated

Statements of Income

(Unaudited)

	For the Three Months ended September 30,
	For the Three Months ended June 30,
	2010			2009
	2011			2010 (1)
REVENUES	$	67,~~377~~017,~~273~~953		$	56,~~105~~202,~~691~~708
COST OF GOODS SOLD		(3,606,210	)		(3,131,358	)
COST OF GOODS SOLD, EXCLUDING DEPRECIATION		(4,444,938	)		(3,779,758	)
GROSS PROFIT		2,771,063			1,974,333
GROSS PROFIT, EXCLUDING DEPRECIATION		2,573,015			2,422,950
EXPENSES
General and administrative		1,~~283~~293,~~603~~798			~~745~~1,~~028~~291,769
Depreciation and amortization expense		508,530			623,591
Loss on impairment		-			227,500
Total Expenses		1,792,133			1,368,619
Depreciation and amortization expense		587,623			416,283
INCOME FROM OPERATIONS		978,930			605,714
Total Expenses		1,881,421			1,935,552
INCOME FROM OPERATIONS		691,594			487,398
OTHER INCOME (EXPENSE)
Interest income		-347			~~296~~-
Interest expense		(202,~~978~~139	)		(6833,~~639~~710	)
Total Other Income (Expense)		(201,~~978~~792	)		(6833,~~343~~710	)
INCOME BEFORE INCOME TAX EXPENSE		~~957~~689,~~952~~802			~~537~~453,~~371~~688
Income tax expense		-(319,277	)		-
NET INCOME	$	957,952		$	537,371
Deferred income tax expense		(225,500	)		-
NET INCOME	$	145,025		$	453,688
INCOME PER SHARE
Basic	$	0.00		$	0.01
Diluted	$	0.00		$	0.01
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		352,~~413~~461,~~582~~082			6669,~~293~~472,~~696~~806
Diluted		~~352~~353,~~477~~513,~~044~~770			6669,~~345~~522,~~259~~333

The accompanying notes are an integral part of these consolidated financial statements

(1)

Retrospectively adjusted for 2010 reorganization(see Note 1)

Index

NATURAL RESOURCES USA CORPORATION

~~(formerly~~Consolidated ~~AmerAlia,~~Statements ~~Inc.)~~of Income

Consolidated

Statement of Stockholders' Equity

(Unaudited)

	Common Stock						Additional Paid-In		Accumulated
	For the Six Months ended June 30,
	Shares			Amount			Capital		Deficit			Total
	2011			2010 (1)
Balance, June 30, 2010		352,413,582		$	3,524,136		$	147,838,026	$	(110,358,192	)	$	41,003,970
REVENUES	$	12,986,130		$	11,552,089
Fair value of options granted		-			-			49,728		-			49,728
COST OF GOODS SOLD EXCLUDING DEPRECIATION		(7,875,500	)		(7,222,261	)
Net income		-			-			-		957,952			957,952
GROSS PROFIT EXCLUDING DEPRECIATION		5,110,630			4,329,828
Balance, September 30, 2010		352,413,582		$	3,524,136		$	147,887,754	$	(109,400,240	)	$	42,011,650
EXPENSES
General and administrative		2,618,481			2,318,576
Impairment loss		-			227,500
Depreciation and amortization expense		1,165,320			881,377
Total Expenses		3,783,801			3,427,453
INCOME FROM OPERATIONS		1,326,829			902,375
OTHER INCOME (EXPENSE)
Interest income		729			-
Interest expense		(2,594	)		(75,017	)
Total Other Income (Expense)		(1,865	)		(75,017	)
INCOME BEFORE INCOME TAX EXPENSE		1,324,964			827,358
Income tax expense		(703,672	)
Deferred income tax expense		(376,200	)		-
NET INCOME	$	245,092		$	827,358
INCOME PER SHARE
Basic	$	0.00		$	0.01
Diluted	$	0.00		$	0.01
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		352,437,201			67,874,469
Diluted		352,568,670			67,954,183

The accompanying notes are an integral part of these consolidated financial statements

(1)

Retrospectively adjusted for 2010 reorganization (see Note 1)

Index

NATURAL RESOURCES USA CORPORATION

~~(formerly~~Consolidated ~~AmerAlia,~~Statement ~~Inc.)~~of Stockholders' Equity

Consolidated

Statements of Cash Flows

(Unaudited)

	For the Three Months ended September 30,
							Additional
	2010			2009
	Common Stock						Paid-In			Accumulated
CASH FLOWS FROM OPERATING ACTIVITIES
	Shares			Amount			Capital			Deficit			Total
Net income	$	957,952		$	537,371
Balance, December 31, 2010		352,413,582		$	3,524,136		$	147,933,336		$	(108,513,331	)	$	42,944,141
Adjustments to reconcile net loss to net cash used in operating activities:
Fair value of options granted		-			-			357,064			-			357,064
Fair value of options granted		49,728			45,032
Cashless exercise of options		75,000			750			(750	)		-			-
Depreciation and amortization		528,802			623,591
Net income		-			-			-			245,092			245,092
Change in Operating Assets and Liabilities:
Balance, June 30, 2011		352,488,582		$	3,524,886		$	148,289,650		$	(108,268,239	)	$	43,546,297
Restricted funds		(30,342	)		-
Accounts receivable		(195,261	)		221,462
Inventory		(795	)		(45,082	)
Prepaid expenses		(50,143	)		(25,040	)
Accounts and royalties payable		14,065			492,896
Accrued expenses due to related parties		258,886			(15,969	)
Accrued expenses		62,540			(46,861	)
Net Cash Provided by Operating Activities		1,595,432			1,787,400
CASH FLOWS FROM INVESTING ACTIVITIES
Cavities and well development		(666,073	)		(3,182,555	)
Purchase of property and equipment		(447,157	)		(176,041	)
Net Cash Used in Investing Activities		(1,113,230	)		(3,358,596	)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution from related party		-			2,050,000
Proceeds from the issuance of debt		-			350,642
Payments on capital leases		(1,492	)		(4,891	)
Payments on debt		(1,407,477	)		(5,495	)
Net Cash Provided by (Used in) Financing Activities		(1,408,969	)		2,390,256
NET INCREASE (DECREASE) IN CASH		(926,767	)		819,060
CASH AT BEGINNING OF PERIOD		6,318,377			4,502,204
CASH AT END OF PERIOD	$	5,391,610		$	5,321,264
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes	$	-		$	-
Interest	$	20,978		$	68,639

The accompanying notes are an integral part of these consolidated financial statements

Index

NATURAL RESOURCES USA CORPORATION

~~(formerly~~Consolidated ~~AmerAlia,~~Statements ~~Inc.)~~of Cash Flows

Condensed Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 1 - BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION

	For the Six Months ended June 30,
	2011			2010 (1)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	245,092		$	827,358
Adjustments to reconcile net income to net cash used in operating activities:
Fair value of options granted		357,064			4,144
Depreciation and amortization		1,165,320			881,377
Loss on impairment		-			227,500
Deferred taxes		376,200			-
Change in Operating Assets and Liabilities:
Accounts receivable		(487,665	)		(321,691	)
Inventory		(25,166	)		324,878
Prepaid expenses		(72,234	)		19,638
Accounts and royalties payable		(76,451	)		(825,217	)
Accrued expenses due to related parties		(284,660	)		54,161
Accrued expenses		738,682			159,252
Income taxes payable		641,677			-

Net Cash Provided by Operating Activities		2,577,859			1,351,400

CASH FLOWS FROM INVESTING ACTIVITIES
Change in restricted funds		(17,368	)		(45,428	)
Cavities and well development		(38,755	)		(322,222	)
Purchase of property and equipment		(3,181,447	)		(493,408	)

Net Cash Used in Investing Activities		(3,237,570	)		(861,058	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of preferred shares		-			(27,500	)
Payments on capital leases		(5,202	)		(4,789	)
Payments on debt		(4,888	)		(240,110	)

Net Cash Used in Financing Activities		(10,090	)		(272,399	)

NET CHANGE IN CASH		(669,801	)		217,943

CASH AT BEGINNING OF PERIOD		4,165,028			6,100,434

CASH AT END OF PERIOD	$	3,495,227		$	6,318,377

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	55,245		$	-
Interest paid	$	2,594		$	-

~~Natural~~The ~~Resources~~accompanying ~~USA~~notes ~~Corporation~~are (“Natural Resources” or “the Company”), was formerly known as AmerAlia, Inc. (“AmerAlia”) which was originally incorporated as Computer Learning Software, Inc. under the laws of the State of Utah on June 7, 1983 and renamed AmerAlia, Inc. in January 1984. Until October 31, 2008, AmerAlia owned 100% of Natural Soda Holdings, Inc. (“Natural Soda Holdings”) and Natural Soda Holdings owned 46.5% of Natural Soda, Inc. (“Natural Soda”). On October 31, 2008 AmerAlia completed a restructuring agreement wherein AmerAlia and Natural Soda Holdings issued new equity in exchange for cash, settlement of various debt obligations and to enable Natural Soda Holdings to acquire the 46.5% of Natural Soda previously owned by Sentient. As of October 31, 2008, AmerAlia owned 18% of the equity of Natural Soda Holdings which owned 100% of the equity of Natural Soda. On June 30, 2010 AmerAlia completed an ~~exchange~~integral ~~reorganization~~part ~~with Sentient whereby AmerAlia acquired 100% ownership~~ of Natural Soda Holdings in exchange for the issue of 286,119,886 shares of its Common Stock. Consequently, this last transaction is accounted for as a reorganization of entities under common control and in accordance with Accounting Standards Codification 805-50 Business Combinations, Related Issues, it requires retrospective presentation for all periods presented in these consolidated financial statements~~. All material inter-company accounts and transactions have been eliminated in the consolidation accounts.~~

On(1) ~~September~~Retrospectively ~~14,~~adjusted for 2010, atreorganization a(see ~~Special~~Note ~~Meeting of the shareholders of the Company, the Company’s shareholders approved changing the Company’s name to Natural Resources USA Corporation.~~1)

The accompanying unaudited consolidated financial statements have been prepared by Natural Resources pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, these interim condensed financial statements should be read in conjunction with Natural Resources’ most recent audited financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2010. Operating results for the three months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2011.

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2010.

NOTE 2 - OUTSTANDING STOCK OPTIONS AND PURCHASE WARRANTS

As a result of applying ASC 718 to stock options granted to board members, the Company recorded expenses of $49,728 and $45,032 for the three months ended September 30, 2010 and 2009, respectively. These expenses are included in the selling, general and administrative amount in the statement of operations.

Index

~~NOTE~~NATURAL 2RESOURCES -USA ~~OUTSTANDING STOCK OPTIONS AND PURCHASE WARRANTS (CONTINUED)~~CORPORATION

~~Under~~Condensed ~~ASC~~Notes ~~718,~~to the ~~Company~~Consolidated ~~estimated~~Financial the fair value of each stock award at the grant date by using the Black-Scholes option pricing model with the following weighted average assumptions used for each of the grants, respectively; dividend yield of zero percent for all years; expected volatility of 223%; risk-free interest rates of 1.5% and expected lives of 3.0 years. A summary of the status of the Company’s stock options and warrants as of June 30, 2010 and changes during the three months ended September 30, 2010 is presented below:Statements

	Options, Warrants and SARs		Weighted Average Exercise Price
Outstanding June 30, 2010		450,000	$	0.55
Granted		225,000	$	0.37
Expired/Cancelled		-		-
Exercised		-		-
Outstanding September 30, 2010		675,000	$	0.49
Vested, September 30, 2010		375,000	$	0.59

(Unaudited)

~~The~~NOTE ~~following~~1 ~~summarizes~~- ~~the~~BASIS ~~exercise~~OF ~~price~~CONSOLIDATED ~~per~~FINANCIAL ~~share~~STATEMENT ~~and expiration date of the Company’s outstanding options and warrants to purchase the Company’s common stock at September 30, 2010:~~PRESENTATION

Expiration Date	Price		Number
June 30, 2011	$	0.88		187,500
June 30, 2012	$	0.29		187,500
June 21, 2013	$	0.37		75,000
June 30, 2013	$	0.37		225,000
				675,000

Natural Resources USA Corporation (“Natural Resources” or “the Company”), was formerly known as AmerAlia, Inc. (“AmerAlia”) which was originally incorporated as Computer Learning Software, Inc. under the laws of the State of Utah on June 7, 1983 and renamed AmerAlia, Inc. in January 1984. Until October 31, 2008, AmerAlia owned 100% of Natural Soda Holdings, Inc. (“Natural Soda Holdings”) and Natural Soda Holdings owned 46.5% of Natural Soda, Inc. (“Natural Soda”). On October 31, 2008 AmerAlia completed a restructuring agreement wherein AmerAlia and Natural Soda Holdings issued new equity in exchange for cash and the settlement of various debt obligations, when then enabled Natural Soda Holdings to acquire the 46.5% of Natural Soda previously owned by Sentient USA Resources Fund, LP (“Sentient”). The end result was that as of October 31, 2008, AmerAlia owned 18% of the equity of Natural Soda Holdings which in turn owned 100% of the equity of Natural Soda. On June 30, 2010 AmerAlia completed an exchange reorganization with Sentient whereby AmerAlia acquired 100% ownership of Natural Soda Holdings in exchange for the issuance of 286,119,886 shares of its Common Stock. This last transaction was accounted for as a reorganization of entities under common control and all periods presented in these financial statements were retrospectively adjusted to consolidated Natural Soda Holdings. All material inter-company accounts and transactions have been eliminated in the consolidation accounts.

InOn ~~June~~March ~~2010~~15, ~~the~~2011, ~~shareholders~~Sentient ~~approved~~exchanged ~~the~~all ~~2010~~its ~~Directors’~~334,074,381 ~~Incentive~~shares ~~Plan~~of ~~whereby~~Natural ~~each~~Resources ~~director~~common ~~(who~~stock isand ~~not~~its anlimited ~~employee~~right orto ~~officer)~~subscribe isfor ~~granted~~5,500,000 anadditional ~~option~~shares toof ~~purchase~~Natural ~~75,000~~Resources ~~shares~~common atstock afor ~~current~~shares ~~market~~of ~~price~~Green ~~when~~SEA aResources, ~~person~~Inc. ~~joins~~(“GSR”) ~~the~~common ~~Board~~stock. GSR, ofa ~~Directors. In~~private ~~addition,~~corporation anmajority ~~option~~owned toand ~~purchase~~controlled 37by Sentient,~~500~~ ~~shares~~now isowns ~~granted~~94.8% toof ~~each~~Natural ~~such~~Resources’ ~~director~~common ~~sitting~~stock. onOn ~~the~~August ~~board~~8, at2011, ~~July~~GSR 1filed ofa ~~each~~Schedule ~~year. The~~13E-3 ~~exercise~~with ~~price~~the ~~for~~Securities ~~these~~and ~~options~~Exchange isCommission ~~the~~to ~~closing~~disclose ~~market~~its ~~price~~intent onto take the ~~day~~Company ~~prior~~private pursuant to ~~the~~a ~~grant~~short ~~date,~~form ~~and~~merger (“Merger”) under the ~~options~~Utah ~~have~~Revised aBusiness ~~three-year~~Corporation ~~term~~Act. ~~All~~ The ~~options~~terms ~~under~~of ~~this~~the ~~plan~~Merger ~~vest~~are ~~and~~described ~~are~~in ~~exercisable~~more ~~six~~detail ~~months~~in ~~after~~the transaction statement filed as Exhibit (a)(1) to the ~~date~~Schedule of13E-3 ~~grant~~filed by GSR on August 8, 2011.

~~NOTE~~The 3accompanying –unaudited ~~RELATED~~consolidated ~~PARTY~~financial ~~RECEIVABLES~~statements have been prepared by Natural Resources pursuant to the rules and regulations of the Securities and Exchange Commission. The interim consolidated financial statements include all normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. These interim consolidated financial statements should be read in conjunction with Natural Resources’ most recent audited financial statements and notes thereto included in its Transition Report on Form 10-KT/A for the six months ended December 31, 2010. Operating results for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011.

WeIn ~~provide~~ our ~~executive~~report ~~officers~~on ~~with~~Form ~~company~~10-KT/A ~~credit~~filed ~~cards~~on September 14, 2011 we restated previously issued financial information for the ~~purpose~~period ofended ~~paying~~December ~~company~~31, ~~expenses~~2010 ~~incurred~~as ~~while~~a ~~travelling. These~~result ~~charges~~of ~~are~~our ~~recorded~~need as(i) ~~advances~~to ~~until~~file ~~claims~~tax returns individually for ~~expenses~~Natural ~~are~~Resources, ~~approved.~~its ~~The~~wholly-owned ~~balance~~subsidiary, ~~due~~Natural ~~from~~Soda ~~related~~Holdings, ~~parties~~and ~~was~~Natural ~~$14~~Soda Holdings’ wholly-owned subsidiary,~~982~~ atNatural ~~June~~Soda, 30as elections to consolidate had not been made as required, ~~2010~~rather than on a consolidated basis as was done in the past, and (ii) to record an increase to our asset retirement obligation of $92394,~~799~~000 atwith ~~September~~a ~~30,~~corresponding ~~2010~~increase in fixed assets.

~~NOTE~~During 4the –first ~~RELATED~~quarter ~~PARTY~~of ~~TRANSACTIONS~~2011 the Company became aware of an additional $81,000 of legal expenses that had not been accrued in the quarter ended December 31, 2010 as a result of invoices not being submitted timely for work in progress. The Company was not advised of the amount of the unbilled work in progress until after the filing of the Company’s filing on Form 10-KT for the six months ended December 31, 2010. This amount has been recognized in the quarter ended March 31, 2011.

As at September 30, 2010 Natural Soda Holdings paid or accrued obligations of $27,500 to reimburse Sentient $27,500 on behalf Tovolea Pty Ltd, a Sentient affiliate for staff support, Natural Soda Holdings also paid or accrued an obligation to Sentient of $39,500 for reimbursement of expenses paid for oil shale research, $52,600 reimbursement of costs incurred in investigating a prospective joint venture, $106,000 for various consulting fees and $7,000 in lieu of directors’ fees otherwise payable to directors who are Sentient employees. Natural Soda Holdings has agreed to pay Tovolea Pty Ltd $110,000 annually for staff support.

Index

NOTE 52 –- ~~SUBSEQUENT~~OUTSTANDING ~~EVENTS~~STOCK OPTIONS AND PURCHASE WARRANTS

~~Early~~On inJanuary ~~2010~~18, ~~Natural~~2011 ~~Soda~~options ~~Holdings~~to ~~applied~~subscribe tofor ~~the~~875,000 ~~BLM~~shares ~~for~~of acommon ~~Research~~stock ~~Development~~at ~~and~~$0.58 ~~Demonstration~~per ~~(“RD&D”)~~share ~~lease~~were ~~for~~granted ~~the~~to ~~purpose~~each of ~~investigating~~Bill ~~the~~H. ~~recovery~~Gunn, ofRobert ~~oil~~van ~~from~~Mourik, ~~oil~~Bradley ~~shale~~F. In ~~October~~Bunnett ~~2010,~~and ~~the~~Robert ~~Washington~~Warneke ~~office~~(3,500,000 ofoptions ~~the~~in ~~BLM~~total). One ~~advanced~~third of the ~~nomination~~shares ~~and~~vest ~~has~~on ~~now~~each ~~requested~~of ~~its~~the ~~Colorado~~first, ~~office~~second toand ~~conduct~~third aanniversaries ~~review~~ of the ~~project~~date inof ~~accordance~~grant ~~with~~and ~~the~~expire ~~National~~on ~~Environmental~~January ~~Policy~~18, ~~Act~~2016.

OnAs ~~November~~a 10result of applying ASC 718 to stock options granted to board members, ~~2010~~the Company recorded expenses of $357,064 and $0 for the ~~BLM~~six ~~advised~~months ~~Natural~~ended ~~Soda~~June of30, ~~its~~2011 ~~approval~~and of2010, ~~its~~respectively. These ~~proposal~~expenses toare ~~modify~~included ~~its~~in ~~mine~~the ~~plan~~selling, togeneral ~~increase~~and ~~its~~administrative ~~authorized~~amount ~~plant~~in ~~production~~the ~~capacity~~statement ~~from~~of ~~125~~operations. The Company will recognize an additional $2,~~000~~213,817 of expenses related to ~~250~~the unvested options,~~000~~ ~~tons~~evenly ofover ~~sodium~~the ~~bicarbonate~~period ~~per~~ending ~~year~~January 18, 2014.

~~The~~Under ASC 718, the Company ~~has~~estimated ~~evaluated~~the ~~subsequent~~fair ~~events~~value ~~pursuant~~of toeach ~~ASC~~stock ~~Topic~~award ~~855~~at the grant date by using the Black-Scholes option pricing model with the following weighted average assumptions used for each of the grants, respectively; dividend yield of zero percent for all years; expected volatility of 200%; risk-free interest rates of 2.5% and noexpected ~~other~~lives ~~events~~of ~~require~~5.0 ~~disclosure~~years.

On May 4, 2011, 150,000 options to subscribe for 150,000 shares of common stock held by two former directors of the Company were exchanged for 75,000 shares of restricted common stock under the cashless exercise provisions of the option agreements. Options held to acquire 187,500 shares at $0.88 per share expired during the period ended June 30, 2011.

A summary of the status of the Company’s stock options as of June 30, 2011 and changes during the six months ended June 30, 2011 is presented below:

	Options, Warrants and SARs			Weighted Average Exercise Price
Outstanding December 31, 2010		675,000		$	0.49
Granted		3,500,000			0.58
Expired/Cancelled		(187,500	)		0.88
Exercised		(150,000	)		0.33
Outstanding June 30, 2011		3,837,500		$	0.56
Vested, June 30, 2011		337,500		$	0.34

The following summarizes the exercise price per share and expiration date of the Company’s outstanding options and warrants to purchase the Company’s common stock at June 30, 2011:

Expiration Date	Price		Number

June 30, 2012	$	0.29		112,500
June 21, 2013	$	0.37		75,000
June 30, 2013	$	0.37		150,000
January 18, 2016	$	0.58		3,500,000
				3,837,500

Index

~~ITEM~~NOTE ~~2: MANAGEMENT’S~~3 ~~DISCUSSION~~– ~~AND~~RELATED ~~ANALYSIS~~PARTY ~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~TRANSACTIONS

~~The~~We ~~information~~provide inour ~~this~~executive ~~Quarterly~~officers ~~Report~~with oncompany ~~Form~~credit ~~10-Q~~cards ~~contains~~for ~~forward-looking statements within~~ the ~~meaning~~purpose of ~~the~~paying ~~Private~~company ~~Securities~~expenses ~~Litigation~~incurred ~~Reform~~while ~~Act of 1995~~travelling. We ~~These~~have ~~forward-looking~~also ~~statements~~advanced ~~involve~~funds ~~risks~~to ~~and~~GSR ~~uncertainties~~for ~~regarding~~travel ~~the intent, belief or current expectations of us, our directors or our officers~~expenses. ~~Any~~These ~~statements~~charges ~~contained herein that~~ are ~~not~~recorded ~~statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such~~ as ~~"may",~~advances ~~"will",~~until ~~"should",~~claims ~~"expect",~~for ~~"plan",~~expenses ~~"intend",~~are ~~"anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology~~approved. ~~Actual~~The ~~events~~balance ordue ~~results~~from ~~may~~related ~~differ~~parties ~~materially.~~was ~~In evaluating these statements~~$200,899 ~~you~~at ~~should~~June ~~consider various factors~~30, ~~including~~2011 ~~the risks we outline from time to time in other reports we file with the Securities~~ and Exchange Commission (the “SEC”) including our Annual Report on Form 10-K. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements$104,941 orat ~~disclose~~December any difference between our actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties31, ~~readers are cautioned not to place undue reliance on such forward-looking statements~~2010.

~~Our~~NOTE ~~business~~4 is– toINCOME identify and develop natural resource assets. Natural Resources’ direct subsidiary, Natural Soda Holdings, and its wholly-owned subsidiary, Natural Soda, own significant natural sodium bicarbonate resources utilized for the recovery and production of various sodium bicarbonate products, and water rights.TAXES

~~Previously,~~As wedisclosed ~~owned~~in ~~18%~~note of1, ~~Natural~~certain ~~Soda~~elections ~~Holdings,~~to ~~however,~~file tax returns on ~~June~~a ~~30,~~consolidated ~~2010,~~basis wewere ~~completed~~not anmade. ~~exchange~~In ~~reorganization~~accordance with ~~Sentient,~~ASC ~~our~~740 ~~major~~income ~~shareholder,~~tax ~~whereby~~balances wehave ~~acquired~~been ~~all~~calculated ~~the~~on ~~outstanding~~an ~~shares~~individual ofcompany ~~Natural~~by ~~Soda~~company ~~Holdings~~basis resulting in ~~exchange~~a consolidated effective tax rate of 81.50% which is higher than the statutory federal rate for the ~~issue~~year of ~~286,119,886~~35%. ~~shares~~This difference is due to losses incurred by NRUC and NSHI for which tax benefits were not recognized given the inability to offset those losses against income earned by NSI. The tax expense represents the expense incurred on the discrete individual company operations of ~~our~~NSI. ~~common~~NSI’s ~~stock~~individual company effective tax rate on the pre-tax income for the six-month period ended June 30, 2011 is 37.10%. ~~Sentient~~The ~~now~~current ~~owns~~financial 94statements indicate a tax liability in the current period.8% We ofintend ~~our~~to ~~shares~~seek relief with the Internal Revenue Service which, if granted, would allow us to file consolidated tax returns to reduce or eliminate tax provisions and payments required by filing on an individual basis.

~~Natural~~NOTE ~~Soda~~5 ~~owns~~– ~~various~~SUBSEQUENT water rights in the Piceance Creek Basin in northwest Colorado, a part of the Colorado River drainage system. These various rights are decreed to allow Natural Soda to draw up to a maximum of 108,812 acre feet (35.46 billion gallons) annually and to store up to 7,980 acre feet of water.EVENTS

~~Natural~~On ~~Soda~~July ~~Holdings~~1, ~~and~~2011 ~~Natural~~options ~~Soda~~to ~~also~~subscribe ~~own~~for ~~BLM~~112,500 ~~leases~~shares inat ~~the Piceance Creek Basin covering very large deposits of naturally occurring sodium bicarbonate called nahcolite~~$0. ~~Natural~~61 ~~Soda’s~~per ~~business~~share iswere granted to ~~produce~~three ~~and~~non-executive ~~sell~~directors ~~natural sodium bicarbonate, commonly known as baking soda, for use~~ in aaccordance ~~wide~~with ~~variety~~the provisions of ~~products~~the ~~and~~2010 ~~activities. Natural Soda~~Directors’s ~~immediate~~Incentive ~~objectives~~Plan/ ~~are,~~The ~~firstly,~~options tovest beon aJanuary ~~low~~2, ~~cost~~2012 ~~producer of sodium bicarbonate~~ and toexpire ~~leverage~~on ~~that~~June ~~low cost advantage to achieve superior profit margins; and secondly~~30, ~~to profitably utilize its water assets~~2014.

~~Deposits~~The ofCompany ~~oil shale lie below~~intends, ~~above~~subject ~~and~~to ~~are~~satisfactory ~~interspersed~~financing ~~within~~arrangements ~~the~~being ~~nahcolite~~made, ~~contained~~to ~~within~~enter ~~the~~into ~~sodium~~an ~~leases. Early~~agreement inwith ~~2010~~a ~~Natural~~third ~~Soda~~party ~~Holdings~~contractor ~~applied~~ to ~~the~~provide ~~BLM~~design, ~~for~~project amanagement, ~~Research~~supervision, ~~Development~~procurement, ~~and~~construction, ~~Demonstration~~testing, ~~(“RD&D”)~~and ~~lease~~start ~~for~~up ~~the~~services ~~purpose~~in ofconnection ~~investigating~~with ~~the~~a ~~recovery~~planned expansion of ~~oil~~the ~~from~~Company’s ~~oil~~production ~~shale~~facilities. In As ~~October 2010,~~ the ~~Washington~~financing ~~office~~arrangements ofhave ~~the~~not ~~BLM~~yet ~~advanced~~been ~~our~~confirmed, ~~nomination~~the ~~and~~Company has ~~now~~not ~~requested~~completed ~~its Colorado office to conduct a review of~~ the ~~project~~agreement; however, in ~~accordance~~order to ~~with~~enable ~~the~~some ~~National~~progress ~~Environmental~~to ~~Policy Act. Ultimately, if we are granted a RD&D lease we will~~ be ~~allowed to conduct oil shale research during a ten year period over a 160 acre lease adjoining our existing sodium leases. If we can meet substantial due diligence requirements~~made, wethe ~~could~~Company beentered ~~granted~~into athe ~~production~~following ~~lease~~two ~~over~~interim ~~an additional 480 acres.~~agreements:

~~Shell Frontier Oil & Gas Co~~1. ~~(“Shell”)~~On ~~has~~July ~~three research~~6, ~~development~~2011 ~~and~~the ~~demonstration~~Company ~~leases~~paid ~~adjacent~~the tocontractor ~~Natural Soda’s sodium leases. A Shell fact sheet~~$150,000 ~~“Shell Exploration & Production Technology -~~ to ~~secure~~undertake ~~our~~preliminary ~~energy~~engineering ~~future~~work, ~~– Mahogany Research Project” reports an estimated potential recovery rate of up to one million barrels of oil per surface acre.~~and

On August 4, 2011 the Company agreed paid the contractor $2,570,000 representing the first milestone payment achieved as though the anticipated agreement had been signed

On August 8, 2011, GSR filed a Schedule 13E-3 with the Securities and Exchange Commission to disclose its intent to take the Company private pursuant to a short form merger (“Merger”) under the Utah Revised Business Corporation Act. The terms of the Merger are described in more detail in the transaction statement filed as Exhibit (a)(1) to the Schedule 13E-3 filed by GSR on August 8, 2011.

On August 31, 2011 the Company agreed to accelerate the vesting of all outstanding options immediately prior to the effective date of the Merger. If the Company does accelerate the vesting it will recognize up to $2,070,992 of option expense at the time of acceleration.

The Company has evaluated all other subsequent events and concluded that no other events require disclosure.

Index

InITEM ~~accordance~~2: MANAGEMENT’S ~~with~~DISCUSSION ~~Generally~~AND ~~Accepted~~ANALYSIS ~~Accounting~~OF ~~Principles,~~FINANCIAL ~~our~~CONDITION ~~financial~~AND ~~statements~~RESULTS ~~have~~OF been accounted for as a reorganization of entities under common control. Consequently, the consolidated financial statements have been retrospectively adjusted as though we owned one hundred percent of the subsidiaries since common control was established in October 2008. The following discussion reflects the application of these retrospective adjustments.OPERATIONS

The information in this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties regarding the intent, belief or current expectations of us, our directors or our officers. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks we outline from time to time in other reports we file with the Securities and Exchange Commission (the “SEC”) including our Annual Report on Form 10-K and our recent Transition Report on Form 10-KT/A for the six months ended December 31, 2010. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Our business is to identify and develop natural resource assets. Natural Resources’ direct subsidiary, Natural Soda Holdings, and its wholly-owned subsidiary, Natural Soda, own significant natural sodium bicarbonate resources utilized for the recovery and production of various sodium bicarbonate products.

Natural Soda Holdings and Natural Soda own BLM leases in the Piceance Creek Basin covering very large deposits of naturally occurring sodium bicarbonate called nahcolite. Natural Soda’s business is to produce and sell natural sodium bicarbonate, commonly known as baking soda, for use in a wide variety of products and activities. Natural Soda’s immediate objectives are, firstly, to be a low cost producer of sodium bicarbonate and to leverage that low cost advantage to achieve superior profit margins; and secondly, to profitably utilize its water assets.

Natural Soda owns various water rights in the Piceance Creek Basin in northwest Colorado, a part of the Colorado River drainage system. These various rights are decreed to allow Natural Soda to draw up to a maximum of 108,812 acre feet (35.46 billion gallons) annually and to store up to 7,980 acre feet of water.

Deposits of oil shale lie below, above and are interspersed within the nahcolite contained within the sodium leases. Early in 2010 Natural Soda Holdings applied to the BLM for a Research Development and Demonstration (“RD&D”) lease for the purpose of investigating the recovery of oil from oil shale. In October 2010, the Washington office of the BLM advanced our nomination and has now requested its Colorado office to conduct a review of the project in accordance with the National Environmental Policy Act. Ultimately, if we are granted a RD&D lease we will be allowed to conduct oil shale research during a ten year period over a 160 acre lease adjoining our existing sodium leases. If we can satisfy a substantial diligence requirement, including establishing the ability to produce oil shale in commercial quantities, we could be granted a production lease which will require paying the BLM rent based on the fair market value of the lease.

Sodium Bicarbonate Sales and Revenue Performance

~~For~~We ~~the~~are currently utilizing three ~~fiscal~~wells ~~years~~to ~~ended~~source ~~June~~sodium ~~2009,~~bicarbonate ~~our~~and ~~sales~~we ofare ~~sodium~~currently ~~bicarbonate~~engaged ~~products~~in ~~averaged~~obtaining ~~100~~BLM approval for a fourth well which we expect to bring online in 2012. Consequently,~~438~~ ~~tons~~we ~~per~~believe ~~year~~we have sufficient capability to meet sales orders for the foreseeable future. InOur ~~fiscal~~two ~~year~~existing ~~2010,~~boilers asare running at full capacity and our new boiler constructed at a ~~result~~cost of ~~investments~~approximately $4.4 million is now being commissioned. Then we ~~made~~expect inour greater ability to heat the underground ~~cavities~~well ~~and~~fields ~~refinements~~will increase the supply of brine to our ~~production~~plant ~~capability,~~and weenable ~~achieved~~us ~~sales~~to ofincrease ~~107,179~~production ~~tons~~even more. ~~This~~We ~~growth~~anticipate that in ~~sales~~2011 isour ~~shown~~plant’s onoutput awill ~~quarterly~~exceed ~~basis~~its inname ~~the~~plate ~~following~~capacity ~~graph~~of 125,000 ~~culminating~~tons inper ~~sales~~year for the first time. The BLM increased our authorized recovery of 32sodium bicarbonate to 250,~~895~~000 tons per year in 2010 in anticipation of our proposed plant expansion and we are looking forward to seeing how much additional output we can attain simply as a result of installing the ~~quarter~~larger ~~ended~~and ~~September~~more ~~30,~~efficient ~~2010~~boiler. ~~This~~The ~~represents~~existing anboilers ~~increase~~will ofbe ~~2.3%~~retained ~~over~~as ~~the~~back ~~sales~~up inunits. The ~~the~~following ~~preceding~~diagram ~~June~~demonstrates ~~quarter~~the ~~and~~continuing angrowth ~~increase~~in ofour ~~36.7%~~sales ~~over~~since the quarter ended September 30, 2009. The first quarter of the year is traditionally a period of slower sales activity due to limitations imposed on our transport capability by inclement weather.

Revenues were $6,377,273 for the quarter ended September 30, 2010, an increase of 25% over the comparable period in the prior year. However, our revenue per ton decreased 8.1%. Our cost of goods sold increased only 15% over the prior period but as we had increased tons sold by 37.6% over the prior period, our cost of goods sold per ton was reduced by 26.6% over the prior period. Consequently, gross profit increased 40% from $1,974,333 in the prior period to $2,771,063 in the quarter ended September 30, 2010 and gross profit per ton increased by 26%.

As a consequence of the completion of the reorganization, general and administrative costs increased significantly over the prior period, from $745,028 to $1,283,603 for a variety of reasons including increased corporate travel, board and shareholder meeting expenses and various professional fees including fees paid to investigate the oil shale research activities, development of our water rights, investigation of a prospective joint venture and other various consulting fees.

Depreciation and amortization expenses decreased by 18.5% compared to the prior period, from $623,591 to $508,530 or a reduction of 40% on a per ton basis, a further reflection of the impact of economies of scale on our production costs. The resulting income from operations was $978,930, an increase of 61.6% over the prior period. Interest expense was reduced from $68,639 to $20,978 reflecting the reduced reliance on debt funding.

Index

~~With~~Revenues ~~increased~~were ~~revenue~~$7,017,953 ~~and~~for athe ~~small~~quarter ended June 30, 2011, an increase of 13.1% on revenues of $6,202,708 for the comparable period in the prior year, on sales of 35,895 tons and 32,159 tons in each of the respective periods, an increase of 11.6%. While our revenue per ton increased 1.4%, our cost of goods sold ~~and~~excluding ~~some~~depreciation ~~additional~~per ~~general~~ton ~~and~~increased ~~administrative~~by ~~expenses,~~5.4%. The ~~net~~actual ~~income~~cost ~~was~~of goods sold excluding depreciation increased to $~~957~~4,~~952~~444,938 afrom ~~78.~~$3%,779,758 in the prior period, an increase onof ~~the~~17.6%. Consequently, gross profit excluding depreciation increased 6.2% from $~~537~~2,~~371~~422,950 ~~earned~~ in the ~~comparable~~ prior period to $2,573,015 in the quarter ended June 30. ~~This~~Gross isprofit ~~the~~excluding ~~most~~depreciation ~~profitable~~per ~~quarter~~ton insold ~~our~~decreased ~~history~~by 4.9%.

Revenues were $12,986,130 for the six months ended June 30, 2011, an increase of 12.4% on revenues of $11,552,089 for the comparable period in the prior year, on sales of 66,098 tons and 58,028 tons in each of the respective periods, an increase of 13.9%. While our revenue per ton decreased 1.3%, our cost of goods sold excluding depreciation per ton decreased by 4.3%. The actual cost of goods sold excluding depreciation increased to $7,875,500 from $7,222,261 in the prior period, an increase of 9.0%. Consequently, gross profit excluding depreciation increased 18.0% from $4,329,828 in the prior period to $5,110,630 in the six months ended June 30. Gross profit excluding depreciation per ton sold increased by 3.6%.

As a consequence of the completion of the reorganization in June 2010, general and administrative costs increased significantly over the prior period for a variety of reasons including various professional fees including fees paid to investigate the oil shale research activities, development of our water rights, investigation of a prospective joint venture and other various consulting fees, increased corporate travel, and board and shareholder meeting expenses. General and administrative costs increased to $2,618,481 for the six months ended June 30, 2011 from $2,318,576 in the prior period, an increase of 12.9%. General and administrative costs for the three months ended June 30, 2011 were $1,293,798, a 0.2% increase on $1,291,769 in the prior period.

As a result of the higher levels of production and increased investment in our well fields and additional acquisitions of property, plant and equipment, depreciation and amortization expenses increased by 41.2% for the three months ended June 30, 2011, compared to the prior period, from $416,283 to $587,623. The resulting income from operations for the three months was $691,594, an increase of 41.9% over the prior period’s income from operations of $487,398. Interest expense was reduced from $33,710 to $2,139 reflecting the repayment of our factoring facility.

Index

Depreciation and amortization expenses increased by 32.9% for the six months ended June 30, 2011, compared to the prior period, from $881,377 to $1,165,320 as a consequence of the much higher level of production and increased investment in our well fields and further acquisitions of property, plant and equipment. This represents an increase of 16.1% on a per ton basis. The resulting income from operations for the six months was $1,326,829, an increase of 47% over the prior period’s income from operations of $902,375. Interest expense was reduced from $75,017 to $2,594 reflecting the repayment of our factoring facility.

Consequently, after recognizing current and deferred tax expenses totaling $544,777, net income after tax was $145,025 for the three months ended June 30, 2011, a 68% decrease on the $453,688 earned in the comparable prior period in which no provision for tax expense was recognized. For the six month period current and deferred tax expense totaled $1,079,872 resulting in after tax income of $245,092 compared to net income of $827,358 for the prior period. Income tax expense has been calculated on each of our companies on a single entity basis given the need to file tax returns on non-consolidated basis. We intend to seek relief with the Internal Revenue Service which, if granted, would allow us to file consolidated tax returns and could reduce or eliminate tax provisions and payments required by filing on an individual basis.

Liquidity and Capital Resources

~~The~~During ~~notable feature of the cash flow being generated by~~ this ~~business~~six ~~during~~month ~~the~~period ~~quarter~~we ~~was~~invested ~~our ability to invest~~ $~~666~~3,~~073~~181,447 on ~~cavities~~purchasing property and ~~their~~equipment ~~development,~~and $~~447~~38,~~157~~755 on ~~purchasing~~our ~~property and equipment~~cavities. In addition, we ~~reduced~~increased our ~~debt~~accounts receivable by $1487,~~407~~665,~~477,~~ ~~reduced~~inventory ~~capital leases~~ by $125,~~492~~166, ~~set~~prepaid ~~aside~~expenses aby ~~further~~ $3072,~~342 in restricted cash~~234, ~~increased~~reduced accounts ~~receivable~~and royalties payable by $~~195~~76,~~261~~451, ~~and~~accrued ~~increase~~expenses ~~prepaid~~due ~~expenses~~to related parties by $50284,~~143. Conversely~~660, weincreased ~~sourced~~restricted cash by $~~258~~17,~~886~~368 byand ~~increasing~~reduced ~~our~~capital ~~obligations~~leases toand ~~related~~debt ~~parties~~by $10,090. We ~~accounts~~increased ~~and~~our ~~royalties~~provisions ~~payable~~for accrued expenses by $14738,~~065~~682 and ~~our~~income ~~accrued~~taxes ~~expenses~~payable by $62641,~~540~~677. We used $376,200 to increase our deferred tax assets. As a result, we reduced our cash by $~~926~~669,~~767~~801 to a balance of $53,~~391~~495,~~610~~227 at the end of the period.

~~Following~~As ~~our~~discussed ~~successful~~above, ~~endeavours~~Natural Soda has installed an upgraded boiler and heat transfer system designed to ~~increase~~support ~~our~~additional production volume from the existing well field ~~capability~~ and ~~the~~production ~~efficiency~~facility at a cost of ~~our~~$4.4 ~~above~~million ~~ground~~up ~~plant~~to ~~operations,~~September we2011. The ~~would~~new ~~like~~system towill ~~further~~service ~~expand~~a ~~the~~proposed ~~capacity~~second line of ~~our~~crystallizers ~~plant~~which ~~beyond~~has ~~the~~been ~~currently~~approved ~~authorized~~by ~~125,000~~the ~~tons~~board ~~per~~of ~~year~~directors subject to ~~250,000~~satisfactory ~~tons~~negotiation of ~~sodium~~financing ~~bicarbonate~~arrangements ~~per~~and ~~year~~a Design/Build contract. ~~Our~~We ~~operations~~intend, subject to ~~recover~~satisfactory ~~sodium~~financing ~~bicarbonate~~arrangements ~~from~~being ~~our~~made, ~~leases~~to ~~are~~enter ~~governed~~into byan agreement with a ~~BLM~~third ~~approved~~party ~~mine~~contractor ~~plan~~to soprovide ~~that~~design, anproject ~~increase~~management, insupervision, ~~production~~procurement, ~~capacity~~construction, ~~requires~~testing, aand ~~modification~~start toup ~~the~~services ~~mine~~in ~~plan~~connection ~~and~~with ~~its~~a ~~approval~~planned byexpansion of the ~~BLM~~Company’s production facilities. We As ~~submitted~~the afinancing ~~revised~~arrangements ~~mine~~have ~~plan~~not ~~with~~yet ~~our~~been ~~desired~~confirmed, ~~modifications~~we tohave not completed the ~~BLM~~agreement; however, ~~and~~in onorder ~~November~~to ~~10,~~enable ~~2010~~some ~~the~~progress ~~BLM~~to ~~advised~~be usmade, ofwe ~~its~~entered ~~approval~~into ofthe ~~our~~following ~~application.~~two interim agreements:

~~Currently,~~1. ~~Natural~~On ~~Soda~~July ~~is finalizing design plans and contract terms with HPD of Chicago~~6, ~~Illinois~~2011 ~~for~~ the ~~purchase~~Company ~~and~~paid ~~installation of an upgraded boiler and heat transfer system designed to support additional production volume from~~ the ~~existing~~contractor ~~production facility. In addition~~$150,000 ~~the~~to ~~new~~undertake ~~system~~preliminary ~~will~~engineering ~~service a proposed second line of crystallizers~~work, ~~which has not yet been approved by the board. Natural Soda expects to finalize the contract for the boiler during November. The project will require approximately eight months~~ and ~~cost approximately $4.8 million. The existing boilers will be retained as back up units.~~

~~During~~2. ~~November~~On ~~2010~~August we4, ~~repaid~~2011 the ~~outstanding~~Company ~~balance~~paid ofthe contractor $~~321~~2,~~847 as at September 30~~570,000 ~~2010~~representing onthe ~~our~~first ~~factoring~~milestone ~~facility~~payment soachieved ~~that~~as wethough ~~can now use our surplus cash flow to fund~~ the ~~investment~~anticipated inagreement ~~the~~had ~~new~~been ~~boiler~~signed.

Under the terms of a Licence Agreement Natural Soda Holdings entered into with Peter Cassidy, an officer and director of Sentient, as discussed more fully in our annual report, Natural Soda Holdings is obliged to commission and to pay for a research program related to its application for a RD&D oil shale lease. In September 2010, Natural Soda Holdings contracted with Monash University of Australia to have Monash perform research on oil shale. This basic research supports our efforts to investigate potential solutions to develop petroleum products from the oil shale. The research at Monash is integral to our oil shale project and is designed to test concepts that may later be used on-site should we gain full approval from the BLM of our RD&D application. We expect to spend approximately $500,000 ~~during~~this ~~the~~year ~~next~~to ~~twelve~~fund ~~months~~the ~~with~~ Monash research program.

Index

Off-Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements for either Natural Resources, Natural Soda Holdings or Natural Soda that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. . Natural Soda sometimes enters into ~~forward~~contracts ~~purchases~~of supply for the purchase of natural gas in order to secure supplies at fixed prices for up to 75% of anticipated requirements Natural Soda takes delivery of all natural gas purchased and considers them to be normal purchases of natural gas for accounting purposes.

1113

Index

ITEM 4: CONTROLS AND PROCEDURES

AsDisclosure ~~required~~Controls ~~by Rule 13a-15 under the Securities Exchange Act of 1934~~ and Item 307 of Regulation S-K we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures during the three months ended September 30, 2010. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer who concluded that our disclosure controls and procedures are effective.Procedures

AsOur senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15~~(e),~~ ~~disclosure~~and ~~controls~~15d-15 ~~and~~under ~~procedures~~the ~~are~~Securities ~~controls~~Exchange ~~and~~Act ~~other~~of ~~procedures~~1934 ~~that~~(the ~~are~~“Exchange Act”)) designed to ensure that information required to be disclosed by us in ~~our~~the reports ~~filed~~that we file or ~~submitted~~submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

~~Changes~~Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in ~~Internal~~the ~~Control~~reports ~~over~~that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial ~~Reporting~~Officer evaluated our internal controls and concluded that our disclosure controls and procedures were not effective as of June 30, 2011 as a result of the material weaknesses in our internal control over financial reporting as discussed below.

~~There~~A ~~has~~material ~~been~~weakness nois ~~change~~a indeficiency, ~~our~~or a combination of deficiencies, in internal control over financial reporting ~~during~~such ~~the~~that ~~three~~there ~~months~~is ~~ended~~a ~~September~~reasonable ~~30,~~possibility ~~2010~~ that ~~has~~a ~~materially~~material ~~affected,~~misstatement of our annual or isinterim ~~reasonably~~financial ~~likely~~statements towill ~~materially~~not ~~affect~~be prevented or detected on a timely basis. As of June 30, ~~our~~2011, ~~internal~~we ~~control~~did not maintain effective controls over ~~financial~~the ~~reporting~~preparation of its tax returns and determination of its tax provisions for accounting purposes.

12Specifically:

●

We did not maintain an effective control environment that recognized the differences between financial accounting and taxation accounting and ensured access to personnel with appropriate experience to properly prepare taxation returns.

●

We did not maintain sufficient controls to ensure our tax returns were filed accurately and on a consistent basis.

These control deficiencies led to errors in our tax filings that in turn resulted in errors in the preparation of our financial statements.

These control deficiencies resulted in material errors and the restatement of our financial statements for the six months ended December 31, 2010, particularly with respect to the determination of amounts of tax expense, deferred tax assets, income tax liability and net income. Additionally, these control deficiencies could result in further misstatements of these accounts that would result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis. Accordingly, our management has determined that these control deficiencies constitute material weaknesses.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Plan for Remediation

Beginning in August 2011, our management began to determine new policies and procedures and internal controls to address the above-described material weaknesses and enhance our system of internal control over financial reporting and the preparation of tax returns.

The remediation efforts outlined below are intended both to address the identified material weaknesses and to enhance our overall financial control environment.

Index

Our plan is to create an effective control environment around the preparation of the tax returns and the computation of tax provisions, tax expense, deferred tax assets, income tax liability and net income to provide for the accuracy of our financial reporting:

●

We will appoint tax advisors who have expertise in US mining tax regulations.

●

We will introduce new internal control procedures to review tax returns filed by us to ensure tax returns are complete and accurate.

●

In addition, due to certain missed elections in order to file our tax returns on a consolidated basis, we intend to seek relief from the Internal Revenue Service which, if granted, would allow us to re-consolidate our previously filed tax returns.

●

We will improve the quality and quantity of the tax training provided to our CFO and accounting staff.

The Audit Committee has directed management to develop a detailed plan and timetable for the implementation of the foregoing remediation efforts and will monitor the implementation. In addition, under the direction of the Audit Committee, management will continue to review and make necessary changes to the overall design of our internal control environment, as well as to policies and procedures to improve the overall effectiveness of internal control over financial reporting.

Management believes the foregoing efforts will effectively remediate these material weaknesses. As we continue to evaluate and work to improve our internal control over financial reporting, management may take additional measures to address control deficiencies or modify the remediation plan described above.

Index

PART II: OTHER INFORMATION.

ITEM 1: LEGAL PROCEEDINGS

Natural Resources is not subject to any legal proceeding.

Natural Soda ~~owns~~operates ~~water rights located in~~ the ~~Piceance~~sodium ~~Creek,~~mining ~~Yellow~~business ~~Creek~~on ~~and~~four ~~White~~Sodium ~~River~~Leases ~~Basins~~issued ~~within~~by ~~Colorado. Natural Soda is involved in several cases pending in~~ the ~~District~~United ~~Court~~States inBureau ~~and~~of ~~for~~Land ~~Water~~Management ~~Division~~(“BLM”), ~~No.~~which 5are ~~and~~designated ~~District~~as ~~Court~~Sodium inLease ~~and for Water Division No~~Nos. 6C-0118326, ~~State~~C-0118327, ofC-0119986, ~~Colorado~~and ~~(collectively~~C-37474 ~~referred to as~~ (“~~Water~~Sodium ~~Court~~Leases”). ~~The~~Effective ~~proceedings~~July in1, ~~Water~~2011 ~~Court~~The ~~pertain~~Sodium toLeases ~~applications~~were renewed for ~~water~~a ~~rights~~further ~~filed~~ten by years. Natural Soda ~~and~~Holdings ~~objections~~also toowns ~~water~~the ~~rights~~Rock ~~applications~~School byLease ~~third~~issued ~~parties. In~~by ~~addition,~~the ~~under Colorado law~~BLM, ~~the~~which ~~owner~~is ofdesignated ~~conditional~~as ~~water~~Sodium ~~rights~~Lease ~~must~~No. ~~periodically file an application for determination of reasonable diligence in the development of the conditional water rights~~C-0119985. ~~The~~Effective ~~proceedings~~July ~~pertaining~~1, to2011this ~~the~~lease ~~conditional~~was ~~water~~also ~~right~~renewed ~~must~~for bea ~~filed~~further ~~within~~ten ~~six~~ years ~~following the determination by the Court regarding the prior proceeding, or the water right is considered abandoned~~.

As of ~~September~~June 30, ~~2010~~2011, Natural Soda is the applicant in the following cases pending in the Water Court:

·● Water Division No. 5: Case No. 1998CW315,

·On April 23, 2011, the Water Division No. 6: Water Court entered decrees granting the applications filed by Natural Soda in Case Nos. ~~2010CW10,~~ 2010CW11, 2010CW12, 2010CW13, 2010CW14, 2010CW32, ~~2010CW33~~ and 2010CW34. On April 25, 2011, the Water Division No. 6 Water Court entered decrees granting the applications filed by Natural Soda in Case Nos. 2010CW10, and 2010CW33.

As of ~~September~~June 30, ~~2010~~2011, Natural Soda has filed a statement of opposition in the following cases pending in Water Division No. 5; Case Numbers:

·● ~~2003CW82~~2003CW282 - Exxon Mobile Corporation,

·● 2003CW309 - Encana Oil & Gas (USA), Inc.,

·● 2003CW318 - Encana Oil & Gas (USA), Inc.,

·● 2004CW110 - Shell Frontier Oil & Gas, Inc.,

·● 2005CW285 - Exxon Mobile Corporation,

·● 2005CW294 - Exxon Mobile Corporation,

·● 2006CW263 - Exxon Mobile Corporation,

·● 2006CW265 - Exxon Mobile Corporation,

·● 2007CW242 - Puckett Land Company,

·● 2007CW253 - XTO Energy Inc.,

·● 2007CW254 - Williams Production RMT Company,

·● 2008CW182 - EnCana Oil and Gas (USA), Inc. ~~and~~,

·● 2008CW199 -– Exxon, ~~2008CW203 - Exxon.~~and

As● of2008CW203 ~~September~~- ~~30, 2010, Natural Soda has filed a statement of opposition in the following cases pending in Water Division No~~Exxon. ~~6; Case Numbers:~~

·As ~~2010CW27~~of -June YZ30, ~~Ranch~~2011, Natural Soda has filed a statement of opposition in the following cases pending in Water Division No. 6; Case Numbers:

·● ~~2010CW29~~2010CW27 - ~~Shell~~YZ ~~Frontier Oil & Gas (USA), Inc.~~Ranch

Of● ~~the~~2010CW29 ~~cases~~- ~~in which Natural Soda has filed a statement of opposition, a case that may particularly affect Natural Soda’s interests is~~ Shell Frontier Oil & Gas (USA), Inc.’s application in Case No. 2004CW110 to move a water right from a tributary of the White River to a point on the White River lower down river than the diversion point for Natural Soda’s White River direct pumping rights. If Shell were to be successful in their application, it might adversely impact the value of our White River water rights. We intend to vigorously oppose this move.

13Natural Soda has entered into a stipulation with Shell Frontier Oil & Gas (USA), Inc. for the settlement of Case No. 2010CW29, but no final judgment has been entered in the case. Of the cases in which Natural Soda has filed a statement of opposition, a case that may particularly affect Natural Soda’s interests is Shell Frontier Oil & Gas, Inc.’s application in Case No. 2004CW110 to move a water right from a tributary of the White River to a point on the White River lower down river than the diversion point for Natural Soda’s White River direct pumping rights. If Shell were to be successful in their application, it might adversely impact the value of our White River water rights. We intend to vigorously oppose this application.

Index

Numerous water users, including Natural Soda, filed a complaint in the District Court in and for Water Division No. 1 in Case No. 2010CW89, and other Water Divisions, requesting judicial review of actions of the State Engineer related to a rulemaking proceeding that resulted in the adoption of the Produced Nontributary Ground Water Rules, 2 CCR 402-17. Natural Soda is participating in this case to ensure that its water rights will not be adversely affected.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~July~~January 118, ~~2010~~2011 ~~we granted~~ options to ~~acquire~~subscribe ~~225~~for 875,000 shares of ~~our~~ common stock at $0.3758 per share were granted to ~~our~~each ~~non-executive~~of ~~directors~~Mr. inBill ~~accordance~~H. ~~with~~Gunn, ~~the~~Mr. ~~terms~~Robert ofvan ~~the~~Mourik, ~~2010~~Mr. ~~Directors~~Bradley ~~Incentive~~F. ~~Plan~~Bunnett and Mr. Robert Warneke. ~~The~~One third of the options vest on ~~January~~each 2of the first, ~~2011~~second and third anniversaries of the date of grant and expire on ~~June~~January 3018, ~~2013~~2016.

On May 4, 2011 150,000 options to subscribe for 150,000 shares of common stock held by two former directors of the Company were exchanged for 75,000 shares of restricted common stock under the cashless exercise provisions of the option agreements. Options they each held to acquire 37,500 shares at $0.88 per share expired on May 9, 2011 under the provisions of the 2010 Directors’ Incentive Plan.

ITEM 6: EXHIBITS

(a) Exhibits

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: November 12, 2010	NATURAL RESOURCES USA CORPORATION
Date: October 19, 2011	NATURAL RESOURCES USA CORPORATION
	By:	/s/ Robert van Mourik
		Robert van Mourik Chief Financial Officer
		Robert van Mourik
		Chief Financial Officer

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