For the transition period from _____ to _____

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 T    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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 36,534,254 shares of common stock as of May 18, 2011.

INDEX

2

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements include, but are not limited to, statements with respect to the following:

• our need for additional financing;
• the competitive environment in which we operate;
• our dependence on key personnel;
• conflicts of interest of our directors and officers;
• our ability to fully implement our business plan;
• our ability to effectively manage our growth; and
• other regulatory, legislative and judicial developments.

Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. 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 outlined in our annual report on Form 10-K for the year ended December 31, 2010, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC"). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The following unaudited interim financial statements of Naturally Advanced Technologies, Inc. (sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:

4

5

6

7

Naturally Advanced Technologies Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2011
(Unaudited)

8

Naturally Advanced Technologies Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2011
(Unaudited)

9

Naturally Advanced Technologies Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2011
(Unaudited)

3.          Capital Stock (cont.)

10

Naturally Advanced Technologies Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2011
(Unaudited)

11

The following discussion and analysis of our results of operations and financial position should be read in conjunction with our financial statements and the notes thereto included elsewhere in this Report. Our consolidated financial statements are prepared in accordance with U.S. GAAP. All references to dollar amounts in this section are in U.S. dollars unless expressly stated otherwise.

The matters discussed in these sections that are not historical or current facts deal with potential future circumstances and developments. Such forward-looking statements include, but are not limited to, the development plans for the Company's growth, trends in the results of the Company's development, anticipated development plans, operating expenses and the Company's anticipated capital requirements and capital resources. As such, these forward-looking statements may include words such as "plans", "intends", "anticipates", "should", "estimates", "expects", "believes", "indicates", "targeting", "suggests" and similar expressions. The actual results are expected to differ from these forward-looking statements and these differences may be material.

13

During the three-month period ended March 31, 2011, we recorded operating expenses of $1,012,974 compared to operating expenses of $677,134 for the same period in 2010. Operating expenses consisted of:

• $54,823 (2010: $52,233) in advertising and promotion, an increase of 5%
• $10,174 (2010: $8,277) in amortization and depreciation, an increase of 13%;
• $245,231 (2010: $128,280) in consulting and contract labour, an increase of 91%;
• $109,358 (2010: $97,568) in general and administrative, an increase of 12%;
• $35,963 (2010: $33,942) in interest, an increase of 6%;
• $112,370 (2010: $27,015) in professional fees, an increase of 316%;
• $163,197 (2010: $117,651) in research and development, an increase of 39%; and
• $281,858 (2010: $212,168) in salaries and benefits, an increase of 33%

Consulting and contract labor expenses increased to $245,231 for the three-month period ended March 31, 2011, from $128,280 compared to the same period in 2010 due to an increase in stock based compensation.

General and administrative expenses increased to $109,358 for the three-month period ended March 31, 2011, compared to $97,568 for the same period in 2010. The increase in general and administrative expenses was primarily due to higher travel costs.

Interest expenses increased to $35,963 for the three-month period ended March 31, 2011, compared to $33,942 for the same period in 2010.

Professional fees were $112,370 for the three month period ended March 31, 2011, compared to $27,015 for the same three month period in 2010. This was due to an increase in legal fees associated with an increase in commercial agreements and year end audit fees recognized in this quarter.

14

Research and development costs were $163,197 for the three-month period ended March 31, 2011, compared to $117,651 for the same three-month period in 2010.

Salaries and benefits expenses increased to $281,858 for the three-month period ended March 31, 2011, compared with $212,168 for the same period in 2010. This increase was caused by an increase in stock based compensation.

Our net loss during the three-month period ended March 31, 2011, was ($1,427,431, or $0.04 per share) compared to ($620,666, or $0.02 per share) during the three-month period ended March 31, 2010, which represents an increase in net loss of 130%. This increase in net loss was primarily due to the loss from the fair value adjustment of a derivative liability, an increase in stock based compensation and an increase in research and development costs.

For the three-month period ended March 31, 2011, the weighted average number of shares outstanding was 35,466,111 compared to 33,375,684 at March 31, 2010.

For the three-month period ended March 31, 2011, our current assets were $429,569 and our current liabilities were $2,452,030 which resulted in a working capital deficit of $2,022,461. As at March 31, 2011, total assets were $570,375, consisting of:

• $258,018 in cash and cash equivalents;
• $69,563 in accounts receivable;
• $32,000 in inventory;
• $69,988 in prepaid expenses and other;
• $70,991 in property and equipment; and
• $69,815 in intangible assets.

As at March 31, 2011, total liabilities were $3,465,264 and were comprised of:

• $554,133 in accounts payable;
• $375,000 in customer deposits
• $296,248 in accrued liabilities;
• $1,026,649 in due to related party;
• $200,000 in note payable; and
• $1,013,234 in derivative liabilities

Stockholders' Equity decreased by $380,247 from ($2,514,642) at December 31, 2010, to $(2,894,889) at March 31, 2011.

The cash flows used in operations of continuing operations for the three-month period ended March 31, 2011, were ($371,755) compared with ($395,588) for the same period in 2010. Cash flows used in operations for the three-month period ended March 31, 2011, consisted primarily of a net loss of ($1,427,431) from continuing operations, offset by certain items, including, stock based compensation of $375,493, (2010 - $197,406), fair value adjustment of derivative liability $414,457, (2010 - ($22,889)); increase in accounts receivable of ($38,737), (2010 - $6,518 ); increase in inventory ($32,000), (2010 - $nil); increase in accounts payable of $27,894, (2010 - $52,520), an increase in customer deposits of $250,000, (2010- $Nil); a decrease in accrued liabilities of ($28,613), (2010 - ($19,684)); and amounts due to related parties $69,704, (2010 - $27,469).

The cash flows used in investing activities for the three-month period ended March 31, 2011, were ($18,697) compared to ($13,650) for the same period in 2010. Cash flows used in investing activities consisted of a purchase of property and equipment totaling $15,801 in 2011 (2010 - $5,320) and the acquisition of trademarks and licenses totaling $2,896 in 2011 (2010 - $8,330).

15

Cash flows provided by financing activities for the three month period ended March 31, 2011, totaled $653,484 versus $53,350 during the same period in 2010. The primary source of cash flows from financing activities during these two periods was the issuance of capital stock.

Effect of Exchange Rate

The effect of exchange rates on cash resulted in an unrealized loss of ($23,507) for the three months ended March 31, 2011, as compared with an unrealized gain of $1,097 in the same period of 2010.

During fiscal 2009, we closed our apparel business, which operated under the brand name "HTnaturals". The apparel business is classified as discontinued operations in our consolidated financial statements. We decided to close our apparel division to focus on our CRAiLAR^® and CRAiLEX^TM technology. The warehouse lease was not renewed, the sales team was terminated and all other elements of our apparel division were discontinued.

Management expects to continue expanding its business platform through the development and commercialization of CRAiLAR® Fibers and CRAiLEX^TM Advanced Materials technology for bast fiber processing and production, with resulting textile, composite, pulp and fiber products expected to address inherent environmental problems currently affecting these industries.

CRAiLAR Fibers technology developed with the National Research Council (NRC) of Canada is a clean, sustainable, environmentally responsible fiber replacement that grows naturally, without excessive water and pesticide usage. CRAiLAR will be used in union with cotton, and when blended together, will create a much better performing fiber than cotton alone, taking on some of the characteristics of CRAiLAR, which are moisture management, durability, superior dye characteristics, and less shrinkage.

The all-natural, CRAiLAR process is the first to successfully remove the binding agents from flax that contribute to its stiff texture. The process bathes bast fibers in a proprietary enzyme wash that transforms them into soft, yet strong and durable textile fibers, which can be used in both fashion and industrial applications. CRAiLAR will be blended with cotton which will create a fiber that will have improved durability, superior dye characteristics and less shrinkage than a cotton only fiber.

CRAiLEX Advanced Materials technology was developed with Alberta Innovates -- Technology Futures (formerly the Alberta Research Council). The unique pulping process does not require the numerous harsh chemicals or expensive pressurized equipment used in the traditional kraft pulping industry. The result is a superior dissolving pulp from the hemp and flax plants to be used in performance yarns, industrial additives and absorbent pulp and paper products.

Naturally Advanced Technologies holds the exclusive worldwide license to these patented technologies and is working with several large corporations to commercialize these technologies.

Our technology was developed to work on all bast fiber crops including hemp and flax. Hemp was the initial focus as it is an emerging industry in Canada. As flax is also a bast fiber crop, the CRAiLAR process works very well without any modification. CRAiLAR is a versatile technology and also performs well on jute, kenaf, and other similar crops. At the end of April of 2010, we announced that we had successfully spun not only a hemp-cotton combination but we'd also successfully spun a flax-cotton combination. We found the CRAiLAR flax to be of very high quality and ideally suited for fine knit items such as T-shirts. While hemp is also well suited for knit garments, the legal issues surrounding the crop in the USA combined with the farming learning curve that will be necessary to begin the agricultural supply chain, make commercialization of this fiber more difficult than flax. Hemp grows larger and its fibers are coarser. Hemp is currently not able to be grown in the US while flax has no such restrictions. Flax has very similar properties to hemp but produces finer fibers and is well suited to be grown in the US. The environmental sustainability of flax is virtually identical to hemp with the exception that hemp produces more biomass per acre than flax. However, the flax plant generates a higher percentage of bast fiber per plant than hemp. Our testing on CRAiLAR Flax has shown that performance benefits are the same or similar to CRAiLAR Hemp.

Flax has been used for textile applications for thousands of years but when processed using traditional techniques, it is labor intensive, costly to process and has a rougher hand feel than cotton and polyester. Traditionally processed flax must also be spun on specialty linen machinery making it unviable for mass production.

16

Unlike hemp, flax may be legally grown in the USA. This presents some unique opportunities from a supply-chain perspective which can help accelerate the steps towards commercialization.

With cotton prices currently over $1.55 per pound, flax is a cost-effective raw material for fiber production. Flax is easy to grow with minimal use of herbicides, pesticides and engineered irrigation which significantly reduces costs as compared to other natural fibers.

The CRAiLAR process can also be used with the stalk portion of the oilseed flax plant --- traditionally cultivated for food and industrial applications --- which would normally be discarded during processing. Making use of this byproduct, in addition to processing fiber-variety flax, further enhances CRAiLAR's sustainability factor. Potential uses for this fiber include coarser count yarns (such as denim), nonwovens, medical and composite material applications

The Company is currently working with a number of "big brand" customers in an effort to create "pull through" demand for our products and technology. The company believes that this is the fastest and most effective path to meaningful commercialization with the marketing support that large brand name companies are able to offer.

In July of 2009 we announced Joint Development Agreements with Hanesbrands Inc., and Georgia Pacific Consumer Products, for our CRAiLAR Fiber technology evaluation, and commercial scale up capability. Since then, we have conducted increasingly larger bulk commercial trials in both partners' facilities to provide evidence of our ability to seamlessly integrate into existing natural fiber operations and to validate the performance attributes of our fiber, over the materials they would be replacing. We are in the final stages of our fiber evaluation, and expect to proceed to discussions with regard to commercialization, once our partners have completed their internal analysis and planning.

On December 1, 2010, the Company announced that it had entered into a short-term supply agreement with Hanesbrands Inc. starting in December 2010 for the continued development of CRAiLAR Flax fiber. 

The companies recently completed spinning trials using the CRAiLAR flax fibers, and the supply agreement allows for Hanesbrands to pre-purchase CRAiLAR Flax fiber from Naturally Advanced Technologies for additional product testing.  The agreement calls for Hanesbrands to purchase up to $375,000 of CRAiLAR Flax fiber between December 1, 2010 and early 2011.

In March 2011 we announced the signing of a Fiber Supply Agreement with Hanesbrands Inc. which defines how Hanesbrands will purchase, brand and determine joint pricing models for CRAiLAR fiber. The term of the commercialization agreement is for ten years and gives Hanesbrands exclusivity in certain clothing categories, for defined time periods.

In March 2011 we announced the signing of a short term Fiber Supply Agreement with Georgia Pacific LLC which allows GP to purchase quantities of Crailar Flax Fiber for the further evaluation of formed substrate applications. The companies recently completed successful trials using Crailar Flax Fiber in formed substrates, and this additional evaluation will allow the companies to identify additional opportunities for the use of Crailar Flax Fiber.

In addition to the above agreements, the Company has identified the Kingstree area of South Carolina as an ideal region for growing winter flax crops.

As a result of identifying this geographical area as an ideal growing region, NAT incorporated a wholly-owned subsidiary, Naturally Advanced Technologies, US Inc. The purpose of this subsidiary is to develop a US based flax fiber industry based around our CRAiLAR fiber technology; from the contracting of crops through to the processing of the fiber.

Our first commercialization partner, Hanesbrands, is headquartered in North Carolina. Hanesbrands uses contract spinners located throughout the states of North and South Carolina. Therefore, being able to grow textile grade fiber in this region allows the Company to take advantage of strategic logistical opportunities.

NAT entered into a sub lease of a mid volume decortication facility located in Kingstree, South Carolina, in early August of 2010. The facility was originally established under a USDA flax initiative that failed to reach commercial viability. The equipment in this facility is designed to mechanically separate the flax fiber from the rest of the plant. This is the first step of our process before it goes through our patented CRAiLAR wet process. We intend to use this facility to prove out the viability of flax farming in this region, perfect our decortication process and to commence early volumes of CRAiLAR fiber to our commercial partners.

17

In addition to signing our joint development agreements with Hanesbrands and Georgia Pacific, we licensed a third party processor of natural fibers, Littlewoods Inc. of Philadelphia, to run interim scale quantities of up to 40,000 pounds per week of CRAiLAR Fiber, to feed our commercialization scale up and additional market development plans, in denim, work wear, carpeting and home furnishings. To support that strategy, we also licensed our first commercial spinner of CRAiLAR Fiber yarns, Patrick Yarns of Kings Mountain, North Carolina. To date Patrick Yarns have shown CRAiLAR Fiber at the Outdoor Retail Show, and are sampling fiber to customers in the denim, carpeting and home furnishings industries. In addition, they are capable of supporting our development partners with scale up quantities to commercialization, should they be called upon to do so.

NAT announced in January of 2011 that it had entered into growing trials with Hanesbrands and the USDA-ARS, further developing the company's agronomic know-how and its ability to produce fiber capable of being spun into finer-gauge yarns suitable for undergarments, shirting and finer-knit garments. These trials will enable NAT to move to an unprecedented level of flax-fiber refinement by allowing the company to develop flax strains capable of accessing all sectors of the industry. The research project has resulted in 200 acres of flax being planted in the Kingstree region this past winter. The trial crop was harvested in mid May and will dew ret in the fields before being baled and then entering the CRAiLAR process. Summer crops such as cotton and soybeans will be planted in time for a full summer season proving the viability of flax as a winter rotation crop in the South East. The Company expects to contract significantly higher acreage for the 2011/2012 growing season. The Company has also identified other suitable North American growing regions.

Finally, the testing and evaluation of our CRAiLEX Advanced Materials pulping technology continues with a North American pulping technology company, having produced commercial grade results. We expect to move to commercialization in this division, once our partner has completed their evaluation and go to market plans.

As the effect of the financial crisis took its toll on all sectors of retail industry, and our focus shifted in increasing intensity to our rapidly developing CRAiLAR® and CRAiLEX^TM Fiber business, it became glaringly obvious that we needed to concentrate on our CRAiLAR® and CRAiLEX technology business model and opportunity. As a result, we closed our HTnaturals business at the end of the third quarter of 2009, and continued to sell off our remaining inventory over the balance of the year. We have now fully transitioned to a "Green Tech" fiber company, with industry changing technologies in the natural fiber and forest pulping industries.

While the Company expects that profitable operations will be achieved in the future, there can be no assurance that revenue, margins, and profitability will increase, or be sufficient to support operations over the long term. Management expects that the Company will need to raise additional capital to meet short and long-term operating requirements. Management believes that private placements of equity capital and debt financing may be adequate to fund the Company's long-term operating requirements. Management may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity or convertible debt securities other than to current shareholders, the percentage ownership of current shareholders would be reduced, and such securities might have rights, preferences or privileges senior to the Company's common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict business operations. Management is continuing to pursue external financing alternatives to improve the Company's working capital position and to grow the business to the greatest possible extent.

A significant commitment for us during fiscal year 2011 is the $200,000 owed on a note payable which was due on January 22, 2011. An extension of the amount due on January 22, 2011 has been granted to May 22, 2011. Included in accrued liabilities at March 31, 2011 is an accrual for interest of $157,619 (March 31 2010- $118,948). The note is secured by a fixed charge and a security interest in all in the Company's accounts receivable insurance policy and a security interest in all assets of the Company, subject and subordinate, to any borrowing by the Company with banks and lending institutions.

As at March 31, 2011, a director had advanced the Company a total amount of $900,000. The secured loan agreement has an interest rate of 12% and was originally due on February 16, 2011, but has been extended until July 12, 2011. An accrual for interest of $80,067 has been included in amounts due to related party as at March 31, 2011.

18

During January, two directors advanced the Company a total of $45,627. The term of the loan was for 90 days with a 12% per annum interest rate. An accrual for interest of $955 has been included in amounts due to related party as at March 31, 2011. The loans and interest were both paid back to the directors on April 27, 2011.

The Company is committed to current annual lease payments totaling $52,393 for premises under lease. The leases expire in 2011. Approximate minimum lease payments over the remainder of the leases are as follows:

Over the term of the amended agreement, the Company will pay the NRC a total of $280,536 divided into nine payments up to May 9, 2012.

On November 1, 2006, the Company entered into a technology license agreement with the NRC. The License Agreement provides the Company a worldwide license to use and sublicense the NRC technology called CRAILAR. The Company paid an initial $20,525 (CDN $25,000) fee and will pay an ongoing royalty of 3% on sales of products derived from the CRAILAR® process to the NRC with a minimum annual payment set at $14,190 (CDN$15,000) per year. During the year ended December 31, 2010 the Company paid $7,280 (CDN$7,500) and accrued $7,280 (CDN$7,500) of the minimum annual royalty.

In June 2007, the Company entered into a Master Agreement for Technology Development with the Alberta Innovates - Technologies Futures ("AITF") (the "Technology Agreement") to further develop and commercialize bast fiber technology. The Technology Agreement is intended to act as an umbrella agreement for further bast fiber development planned to be performed by AITF under different Project Agreements. Under the terms of the Technology Agreement, commencing July 1, 2007, the Company will pay $20,525 (CDN $25,000 ) per quarter to AITF and can terminate the agreement with 90 days notice, unless there are Project Agreements in effect, in which case this Technology Agreement shall expire when there are no longer any Project Agreements in effect. In addition to the above payments, we will be responsible for providing work-in-kind with a value of $20,525 (CDN $25,000) per calendar quarter commencing with the first Project Agreement. During 2010 the Company paid AITF for specific tasks to further the development of AITF's Technology, the amount paid was $7,991(CDN - $8,230. Under the terms of the Technology Agreement the Company will be entitled to an option for an exclusive, worldwide, royalty-bearing license to use any new intellectual property developed pursuant to a Project Agreement. The royalty based on this option will be 3% of gross sales for the first $50,000,000 and 1.5% of gross sales on excess of $50,000,000. The Technology Agreement is in effect as long as there is an active Project Agreement.

On August 24, 2010, the Company signed an agreement with its CEO who will receive $16,000 a month for the period of one year and 500,000 options that will not vest until certain conditions are met. The agreement can be cancelled by either party with 30 days notice. As at March 31, 2011, none of the options had vested.

On August 9, 2010, the Company hired an unrelated firm to perform investor relations activities. The agreement term is one year with ninety days notice of termination by either party. The monthly retainer is $10,000 with 125,000 stock options exercisable at $1.01 expiring August 9, 2015.

19

As of the date of this Report, we do not have any off-balance sheet arrangements 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 are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest; or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Not applicable because we are a smaller reporting company.

Kenneth Barker, our Chief Executive Officer, and Guy Prevost, our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, they concluded that our disclosure controls and procedures were effective as of March 31, 2011.

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Not applicable because we are a smaller reporting company.

Not applicable.

None.

Not applicable.

Not applicable

(1)   Filed as an exhibit to our Form 10-KSB for fiscal year ended December 31, 2004, as filed with the SEC on March 31, 2005.
(2)   Filed as an exhibit to our Form 8-K as filed with the SEC on March 8, 2010.
(3)   Filed as an exhibit to our Form 8-K as filed with the SEC on June 25, 2007.
(4)   Filed as an exhibit to our Form 8-K as filed with the SEC on December 21, 2007.
(5)   Filed as an exhibit to our Form 10-KSB for fiscal year ended December 31, 2006 as filed with the SEC Commission on March 31, 2007.
(6)   Filed as an exhibit to our Form 8-K as filed with the SEC on September 8, 2008.
(7)   Filed as an exhibit to our Form 8-K as filed with the SEC on October 28, 2008.
(8)   Filed as an exhibit to our Form S-8 as filed with the SEC on October 10, 2008.
(9)   Filed as an exhibit to our Form 10-KSB for fiscal year ended December 31, 2007 as filed with the SEC on April 11, 2008.
(10) Filed as an exhibit to our Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC on April 13, 2010.
(11) Filed as an exhibit to our Form 8-K as filed with the SEC on August 12, 2010.
(12) Filed as an exhibit to our Form 10-Q for the quarter ended September 30, 2010, as filed with the SEC on November 15, 2011

31

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.

By:       /s/ Kenneth C. Barker
             Kenneth C. Barker
             Chief Executive Officer, and a director
             Date: May 20, 2011

By:        /s/ Guy Prevost
             Guy Prevost
             Chief Financial Officer and a director
             Date: May 20, 2011