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

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2011

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

For the transition period from _____ to _______

Commission File Number: 000-53811

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

360 Bay Street, Suite 500, Toronto, Ontario, M5H 2V6
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number including area code: (416) 361 - 0737

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes                 [    ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post such files).

[X] Yes             [    ] No

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

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

[    ] Yes             [X] No

Number of common shares outstanding at November 14, 2011: 60,045,750

BE Resources Inc.
Index

Part I: FINANCIAL INFORMATION

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BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Company)
Balance Sheets - Presented in US Dollars

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

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BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Company)
Statements of Operations - Presented in US Dollars
(Unaudited)

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

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BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Company)
Statements of Cash Flows - Presented in US Dollars
(Unaudited)

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

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BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Company)
Statements of Cash Flows - Presented in US Dollars (Continued)
(Unaudited)

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

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BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Company)
Notes to Financial Statements - Presented in US Dollars September 30, 2011
(unaudited)

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Fair Value of Financial Instruments

The Company’s cash, accounts receivable, accounts payable and accrued liabilities are considered financial instruments whose carrying value approximates fair value based on their short term nature.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17, if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.

Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements.

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As at September 30, 2011, the weighted average exercise price of the outstanding options is $0.26 (Cdn$0.27) . As at September 30, 2011, the weighted average remaining contractual life of outstanding options is 2.21 years. The fair value of the stock options granted was estimated using the Black-Scholes option pricing model and is amortized over the related service period of the underlying options. This model requires management to make estimates of the expected volatility of its common shares, the expected term of the option to exercise, the expected future forfeiture rate, and future interest rates. The risk free interest rate is based on the U.S. Treasury Bond rate. The Company has not paid dividends and does not expect to pay dividends in the immediate future. As historical volatility of the Company’s common shares is not available, expected volatility is based on the historical performance of the common shares of other corporations with similar operations. The expected life of the stock options was estimated using management’s best estimate based on a study of the exercise activities of historical trends and future expectations.

During the nine months ended September 30, 2011, the Company granted the following:

(i) 40,000 options, valued at $10,908, to a consultant at an exercise price of $0.40 that expires on January 17, 2013. The options vested immediately. These options were forfeited as the the consultant ceased to be a service provider during the quarter ended September 30, 2011. The weighted average grant date fair value of these options was $0.275 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 162.31%; risk free interest rate of 1.79%; and expected term of 2 years.

(ii) 1,800,000 options valued at $437,400, to directors of the Company at an exercise price of $0.23 that expires on September 9, 2016. The options vested immediately. The weighted average grant date fair value of these options was $0.243 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 122%; risk free interest rate of 0.81%; and expected term of 5 years.

As of September 30, 2011, an additional 500,000 options granted in the prior year, with various exercise prices vesting periods and expiration dates, have vested valued at $53,879 and options valued at $81,583, previously recorded as prepaid expense, have been expensed.

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

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A summary of changes in warrant and compensation warrants during the nine months ended September 30, 2011 is as follows:

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

⁽¹⁾ Each compensation warrant entitles the holder to purchase one common share.

(c) Common stock

On September 6, 2011, the Company completed a private placement of 10,000,000 units of the Company (the “Units”) at a price of Cdn$0.10 per Unit, for aggregate gross proceeds of Cdn$1,000,000. Each Unit is comprised of one common share in the capital of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to purchase one common share at an exercise price of US$0.20 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances.

In connection with the sale of the Units, the Company issued finder’s warrants for the purchase of 648,000 common shares at a price of US$0.11 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances. Related issue costs in cash, including finders fees, totaled $77,256.

The grant date fair value of the 648,000 finder’s warrants was estimated using the Black-Scholes option pricing model to be $93,312. The assumptions used were: expected dividend yield of 0%; expected volatility of 139%; risk free interest rate of 0.21%; and expected term of 2 years.

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

Introduction

The following discussion updates our plan of operation as of November 14, 2011. It also analyzes our financial condition at September 30, 2011 and compares it to our financial condition at December 31, 2010. The discussion also summarizes the results of our operations for the three and nine months ended September 30, 2011 and 2010, and compares each period’s results to the results of the comparable prior period. The discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operation should be read in conjunction with our unaudited interim financial statements and the notes thereto appearing in this report as well as the management’s discussion and analysis and audited financial statements included in our annual report on the Form 10-K for the year ended December 31, 2010.

Plan of Operation

On August 24, 2011, the Board of Directors of the Company appointed Jon Pereira and Michael Swedak as directors of the Company. In addition, the Board of Directors also appointed Mr. Pereira as President and Chief Executive Officer of the Company. Concurrently on August 24, 2011, the Company’s previous President and Chief Executive Officer, David Q. Tognoni, resigned from such position and was appointed Chief Operating Officer of the Company by the Board of Directors. On October 13, 2011, Mani Verma was appointed as a director of the Company. On October 14, 2011, Michael Swedak resigned as a director of the Company. On November 4, 2011, David Q. Tognoni resigned from his office as Chief Operating Officer of the Company. He will continue as a director.

The Board has revised the overall strategy of the Company and has decided is that it will cease exploration work on its New Mexico properties and place the Warm Springs project on care and maintenance. The Company’s focus will turn to acquiring an interest in more traditional precious and base metal exploration properties. The Company has been examining a number of opportunities in DRC, Bolivia, British Columbia, Mexico and Quebec and has entered into a memorandum of understanding respecting four mining concessions in Bolivia where the target minerals are gold, palladium and platinum, under which memorandum of understanding the Company has 90 days to conduct due diligence.

Liquidity and Capital Resources

As of September 30, 2011, we had working capital of $467,430, consisting of current assets of $1,080,722 and current liabilities of $613,292. Our working capital at September 30, 2011 represents a decrease in our working capital of $1,142,262 from December 31, 2010. The decrease represents cash spent on operations, including drilling, geological consulting fees, management and consulting fees, professional fees and permitting fees.

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

Our longer term ability to carry out our business plan is dependent on our ability to achieve profitable operations or to obtain additional financing. Due to the fact that we are an exploration stage company, have no established source of revenue and are dependent on receipt of additional financing, our independent accountants have raised substantial doubt about our ability to continue as a going concern. As of November 14, 2011, we estimate, based on the cash on hand at that time, that we have sufficient funding to continue our operations until December 2011, following which we expect to solicit additional financing. Our outstanding warrants and outstanding exercisable stock options may provide some additional capital. If all those warrants and stock options are exercised, of which there is no assurance, we would obtain additional proceeds of $3,168,905. As at November 14, 2011, the exercise price of the options and warrants is more than the market price of our stock, suggesting that it is not likely that either the warrants or options will be exercised.

We have financed all of our operations since inception through the sale of common stock and warrants and expect that to be the case for the foreseeable future. On September 6, 2011, the Company completed a private placement of 10,000,000 units of the Company (the “Units”) at a price of Cdn$0.10 per Unit, for aggregate gross proceeds of Cdn$1,000,000. Each Unit is comprised of one common share in the capital of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to purchase one common share at an exercise price of US$0.20 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances. In connection with the sale of the Units, the Company issued finder’s warrants for the purchase of 648,000 common shares at a price of US$0.11 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances. Related issue costs in cash, including finders fees, totaled $77,256.

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During the nine months ended September 30, 2011, our cash decreased by $1,823,883 which is a result of the cash used in operations offset by cash raised in the financing.

Off Balance Sheet Arrangements

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

Results of Operations

Three months ended September 30, 2011 and 2010.

For the three months ended September 30, 2011, we realized a net loss of $1,065,188 (September 30, 2010: $6,760,799) or $0.02 per share (September 30, 2010: $0.16 per share), and no revenue. During the 2011 period, there were increases/decreases in geological consulting fees, management and consulting fees, licenses and permits, stock-based compensation and change in warrant liability. Each of these items is analyzed in more detail immediately below:

• Geological consulting fees for the three months ended September 30, 2011 was $196,565 (three months ended September 30, 2010 - $550,683). The decrease of $354,118 can be attributed to reduced exploration work on our property during the three months ended September 30, 2011 while during the three months ended September 30, 2010 focused exploration work commenced as permits were received;

• Management and consulting fees decreased by $20,364 for the three months ended September 30, 2011 compared to the comparative period in 2010, primarily due to the revision of the Chief Executive Officer’s office allowance which took effect in 2010;

• Licenses and permits for the three months ended September 30, 2011 was $91,015 (three months ended September 30, 2010 - $114,380). The decrease of $23,365 is attributable to payment for mining claims made in intervals during the three months ended September 30, 2011 while in the 2010 comparative period the annual payments were made at once;

• The decrease of $1,602,256 in stock-based compensation during the three months ended September 30, 2011, compared to the same period in 2010, was mainly due to the vesting of unvested stock options over the service period. The Company expenses the options over the service period which can create variances from one period to another. The decrease is also attributable to the elimination of stock option liability in 2011 in accordance with ASU 2010-13;

• Change in warrant liability for the three months ended September 30, 2011, was $nil (three months ended September 30, 2010 - $3,681,500). The decrease of $3,681,500 resulted from the elimination of warrant liability in 2011 in accordance with ASU 2010-13.

Nine months ended September 30, 2011 and 2010.

For the nine months ended September 30, 2011, we realized a net loss of $3,508,602 (September 30, 2010: $8,388,751) or $0.07 per share (September 30, 2010: $0.23 per share), on no revenue. During the 2011 period there were increases/decreases in drilling, geological consulting fees, change in warrant liability, stock-based compensation and fees, licenses and permits. Each of these items is analyzed in more detail immediately below:

• Drilling for the nine months ended September 30, 2011 was $620,381 (nine months ended September 30, 2010 - $63,392). The increase of $556,989 can be attributed to continued drilling on the Warm Spring Beryllium Project during the nine months ended September 30, 2011 while drilling had commenced in June 2010 of the comparative period;

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• Geological consulting fees for the nine months ended September 30, 2011 was $1,087,377 (nine months ended September 30, 2010 - $964,262). The increase of $123,115 can be attributed to focused exploration work conducted on our property during the nine months ended September 30, 2011 while during the nine months ended September 30, 2010 exploration work was slightly less as permits were received during the period;

• The decrease of $1,727,456 in stock-based compensation during the nine months ended September 30, 2011, compared to the same period in 2010, was mainly due to the vesting of unvested stock options over the service period. The Company expenses the options over the service period which can create variances from one period to another. The decrease is also attributable to the elimination of stock option liability in 2011 in accordance with ASU 2010-13.

• Change in warrant liability for the nine months ended September 30, 2011, was $nil (nine months ended September 30, 2010 - $4,013,146). The decrease of $4,013,146 resulted from the elimination of warrant liability in 2011 in accordance with ASU 2010-13.

• Licenses and permits for the nine months ended September 30, 2011, was $270,700 (nine months ended September 30, 2010 - $114,240). The increase of $156,460 is attributable to payment for additional mining claims during the nine months ended September 30, 2011 while in the 2010 comparative period the annual payment for the existing claims was made.

• An impairment loss on mineral rights of $110,400 was recorded for the nine months ended September 30, 2011 (nine months ended September 30, 2010 - $nil). This impairment loss resulted from the Company evaluating a mineral claim and determining that the asset was impaired because the Company could not project any future cash flows or salvage value and the asset were not recoverable.

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

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

Accounting Principles Recently Adopted

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

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Forward-Looking Statements

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

• statements concerning our expectations about exploration results;

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

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

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

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

Risk Factors Impacting Forward-Looking Statements

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

• The success of our exploration program;

• Unexpected changes in business and economic conditions;

• Commodity price fluctuations;

• Technological changes in the mining industry;

• Any change in interest rates, currency exchange rates or inflation;

• The willingness and ability of third parties to honour their contractual commitments;

• Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition in the mining industry for risk capital;

• Our costs of exploration and production, if any;

• Environmental and other regulations, as the same presently exist and may hereafter be amended;

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• Local and community impacts and issues; and

• Volatility of our stock price.

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

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ITEM 4. CONTROLS AND PROCEDURES

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PART II - OTHER INFORMATION

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

On September 6, 2011, the Company completed a private placement of 10,000,000 units of the Company (the “Units”) at a price of Cdn$0.10 per Unit, for aggregate gross proceeds of Cdn$1,000,000. Each Unit is comprised of one common share in the capital of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to purchase one common share at an exercise price of US$0.20 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances. In connection with the sale of the Units, the Company issued finder’s warrants for the purchase of 648,000 common shares at a price of US$0.11 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances. Related issue costs in cash, including finders fees, totaled $77,256.

The proceeds were used to meet the operating needs of the Company.

ITEM 6. EXHIBITS

The following exhibits are filed with this report:

SIGNATURES

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

BE RESOURCES INC.

/s/ Jon Pereira                                                                        
By Jon Pereira, President and Chief Executive Officer
Dated: November 14, 2011

/s/ Carmelo Marrelli                                                              
By Carmelo Marrelli, Chief Financial Officer
Dated: November 14, 2011

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