- Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

x	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
	For the quarter ended June 30, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number 000-12493

NATURAL BLUE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

(formerly known as Datameg Corporation)

Delaware	13-3134389
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2150 South 1300 East, Suite 500, Salt Lake City, UT	84106
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (866) 739-3945

Indicate by check whether issuer (1) filed all reports to be filed by Section 13 or 15(d) of the Exchange Act 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 o 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 submit and post such files). o Yes o 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.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if smaller reporting company)	o	Smaller reporting company	x

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. o Yes o No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 49,285,109 and 49,280,209 shares of common stock issued and outstanding, respectively, as of November 5, 2009. Of the issued shares, 4,900 were repurchased by the Company and are being held in treasury for reissuance in the future.

PART I - FINANCIAL INFORMATION

ITEM1. FINANCIAL STATEMENTS

The accompanying interim unaudited financial statements of Natural Blue Resources, Inc., formerly known as Datameg Corporation (the “Company”), are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent audited financial statements for the year ended December 31, 2008 included in a Form 10-K/A filed with the U.S. Securities and Exchange Commission (“SEC”) on or about December 28, 2009. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements for the quarter ended June 30, 2009 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2009.

This Form 10Q/A and its financial statements report a change in closing date for the Company’s sale of American Marketing & Sales, Inc. from June 30, 2009 to July 1, 2009.

INDEX

Natural Blue Resources, Inc.

(formerly Datameg Corporation)

Consolidated Financial Statements (unaudited)

For the Three and Six Months Ended June 30, 2009 and 2008

CONTENTS
Consolidated Balance Sheets (unaudited)		2
Consolidated Statements of Operations (unaudited)		3
Consolidated Statements of Cash Flows (unaudited)		4
Notes to Consolidated Financial Statements (unaudited)		6

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)
Consolidated Balance Sheets
		June 30,			December 31,
		2009			2008
ASSETS		(unaudited, restated Note M)
CURRENT ASSETS
	Cash and cash equivalents	$	160,030		$	398,978
	Stock subscriptions receivable, current (Note I)		-			3,000
	Accounts receivable, net		28,325			1,250,973
	Inventory (Note C)		27,465			310,186
	Prepaid expenses		-			9,540
	Total Current Assets		215,820			1,972,677
PROPERTY AND EQUIPMENT - NET (Note L)			2,603			2,319,341
OTHER ASSETS
	Assets of subsidiary held for sale (Note K)		4,784,236			-
TOTAL ASSETS		$	5,002,659		$	4,292,018
LIABILITIES AND DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses	$	971,363		$	2,362,979
	Due to related parties (Note D)		6,850			12,200
	Liabilities of subsidiary held for sale (Note K)		1,441,007			-
	Judgments payable (Note H)		-			455,000
	Notes payable, current portion (Note E)		4, 226,605			364,329
	Total Current Liabilities		6,645,825			3,194,508
NOTES PAYABLE - LONG-TERM PORTION (Note E)			-			4,209,497
TOTAL LIABILITIES			6,645,825			7,404,005
STOCKHOLDERS' DEFICIT (Note I)
	Common stock, $0.0001 par value; 493,000,000 shares authorized, 4,307,861 and 4,302,961 shares issued and outstanding, resp., with 4,900 in treasury June 30, 2009; 4,096,961 and 4,092,061 shares issued and outstanding, resp., with 4,900 in treasury , Dec. 31, 2008		430			410
	Additional paid-in capital		35,378,698			33,401,341
	Stock subscriptions receivable, long-term (Note F)		(105,000	)		(105,000	)
	Services prepaid with stock (Note I)		-			(36,750	)
	Accumulated deficit		(36,841,515	)		(36,296,209	)
	Total Stockholders' Deficit (before treasury stock)		(1,567,387	)		(3,036,208	)
	Less: Treasury stock, cost of 4,900 shares, $1.60 per share		(7,840	)		(7,840	)
	Total Stockholders' Deficit		(1,575,227	)		(3,044,048	)
NONCONTROLLING INTEREST IN SUBSIDIARY			(67,939	)		(67,939	)
TOTAL STOCKHOLDERS’ DEFICIT			(1,643,166	)		(3,111,987	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	5,002,659		$	4,292,018

See accompanying notes to the financial statements (unaudited).

NATUR AL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)
Consolidated Statements of Operations
(unaudited)

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2009			2008			2009			2008
	(restated Note M)						(restated Note M)
NET SALES	$	140		$	3,250		$	35,918		$	3,250
COST OF SALES		-			(250	)		-			(250	)
GROSS MARGIN		140			3,000			35,918			3,000
OPERATING EXPENSES
General and administrative		505,406			536,657			797,265			882,915
Selling and marketing		1,448			17,447			2,309			28,784
Research and development		25,352			-			25,352			68,393
Total Operating Expenses		532,206			554,104			824,926			980,092
LOSS FROM OPERATIONS		(532,066	)		(551,104	)		(789,008	)		(977,092	)
OTHER INCOME (EXPENSES)
Interest expense		(53,958	)		(94,802	)		(121,143	)		(189,616	)
Settlement income		190,524			-			190,524			-
Write off of debt		-			4,000			-			8,000
Other income		1,566			37,342			2,649			48,152
Total Other Income (Expenses)		138,132			(53,460	)		72,030			(133,464	)
LOSS BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST		(393,934	)		(604,564	)		(716,978	)		(1,110,556	)
Provision for income taxes		-			-			-			-
Loss attributable to non-controlling interest		-			-			-			-
NET LOSS BEFORE DISCONTINUED OPERATIONS		(393,934	)		(604,564	)		(716,978	)		(1,110,556	)
DISCONTINUED OPERATIONS
Net income from discontinued operations		237,199			284,277			171,672			385,396
NET INCOME FROM DISCONTINUED OPERATIONS		237,199			284,277			171,672			385,396
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(156,735	)	$	(320,287	)	$	(545,306	)	$	(725,160	)

BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Net loss per share, continuing operations	$	(0.09	)	$	(0.15	)	$	(0.17	)	$	(0.28	)
Net earnings per share, discontinued operations		0.06			0.07			0.04			0.10
Total net loss per share	$	(0.03	)	$	(.08	)	$	(0.13	)	$	(0.18	)
Weighted average common shares outstanding		4,193,061			3,991,399			4,182,161			3,962,381

See accompanying notes to the financial statements (unaudited).

NATUR AL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)
Consolidated Statements of Cash Flows
(unaudited)

	For the Six Months
	Ended June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:	(restated Note M)
Net loss	$	(545,306	)	$	(725,160	)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation		353,217			274,362
Settlement income		(190,524	)		(10,000	)
Stock issued for services		242,050			142,875
Stock option vesting expense		-			60,000
Debt write-off		-			(8,000	)
Amortization of services prepaid with stock		36,750			-
Changes in operating assets and liabilities:
Decrease in accounts receivable, net		89,533			283,814
Decrease in inventory		90,601			34,266
(Increase) decrease in prepaid expenses		2,340			(9,540	)
Decrease in deposits		-			7,218
Increase in accounts payable and accrued expenses		1,135,693			1,130,387
Decrease in judgments payable		(20,000	)		-
Decrease in due to related parties		(5,350	)		-
Net Cash Provided by Operating Activities		1,189,004			1,180,222

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash in subsidiary held for sale		(712,821	)		-
Purchase of long-term certificates of deposit		(200,000	)		-
Proceeds from long-term certificates of deposit		100,000			-
Purchase of investment in available-for-sale securities		(276,000	)		-
Purchases of fixed assets		(399,460	)		(143,436	)
Net Cash Used in Investing Activities		(1,488,281	)		(143,436	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issuances		151,500			65,000
Principal payments on notes payable		(91,171	)		(56,619	)
Payment of dividends		-			(373,548	)
Net Cash Provided by (Used in) Financing Activities		60,329			(365,167	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(238,948	)		671,619
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		398,978			49,086
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	160,030		$	720,705

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)
Consolidated Statements of Cash Flows (CONT’D)
(unaudited)

	For the Six Months
	Ended June 30,
	2009		2008
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:	(restated Note M)
Cash paid for interest	$	26,358	$	9,340
Cash paid for income taxes	$	-	$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Forgiveness of related party debt written off to paid-in capital	$	1,179,102	$	-
Stock issued for satisfaction of debt	$	407,725	$	9,750
Conversion of accounts payable to notes payable	$	-	$	230,605

See accompanying notes to the financial statements (unaudited).

NA TURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30, 2009 and 2008

(unaudited)

A. BASIS OF PRESENTATION AND ORGANIZATION

As of June 30, 2009, the Company had three wholly owned subsidiaries: American Marketing & Sales, a Massachusetts corporation, NetSymphony Corporation, a North Carolina corporation, and QoVox Corporation, a North Carolina corporation. The Company also owns 40% of CASCommunications, Inc., an inactive Florida corporation.

On July 1, 2009, American Marketing & Sales, Inc., of which the Company acquired 100% ownership in December 2007, was sold under terms more fully disclosed in Note K. The primary business of American Marketing & Sales, Inc. is marketing and selling food service products and caterware.

NetSymphony Corporation was incorporated on March 29, 2007 seeking to participate in the market for software-driven network assurance products and services. NetSymphony has developed their Maestro System that covers the existing traditional telephone networks, networks that use the same communication technology as the Internet, and converged networks comprised of both of these network types. NetSymphony announced its first product sales in the first quarter of 2008, resulting in $3,520 gross revenues during 2008, and $350 during the six months ended June 30, 2009. NetSymphony has no current customers or customer trials.

QoVox provides consulting service to NetSymphony on a work for hire basis. Any revenues generated by QoVox or expenses incurred by NetSymphony as a result of this arrangement will be eliminated in consolidation. On August 1, 2008, QoVox licensed the use of certain residual software it developed to NetSymphony. During the six months ended June 30, 2009 and 2008, QoVox generated revenues of $35,568 and $0, respectively. QoVox has no current customers or customer trials.

CASCommunciation has been an inactive Florida corporation since October 1, 2004. CASCommunications had no recorded assets as of June 30, 2009 or December 31, 2008, and had a loss before minority interest of $0 for the six months ended June 30, 2009 and 2008 due to the absence of activity. No consolidated assets are collateral for liabilities of CASCommunications. The Company has provided $270,000 of the total capital of $388,000 provided to CASCommunications as of June 30, 2009.

These consolidated financial statements reflect those of Natural Blue Resources, Inc., (formerly Datameg Corporation), American Marketing & Sales, Inc., NetSymphony Corporation, QoVox Corporation, and CASCommunications, Inc. In accordance with ASC Topic 810 (FIN 46R), the Company continues to consolidate CASCommunications, Inc. as it expects to continue to absorb a majority of CASCommunications, Inc.’s losses.

Until July 24, 2009, the Company operated under the name of Datameg Corporation and traded under the symbol DTMG on the OTCBB. As of July 24, 2009, the Company operates under the name Natural Blue Resources, Inc. and trades under the symbol NTUR on the OTCBB. The Company’s active subsidiaries are American Marketing & Sales, Inc., NetSymphony Corporation, and QoVox Corporation, each of which the Company wholly owns.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The accompanying consolidated financial statements present the consolidation of the financial statements of the Company, its partially owned subsidiary, CASCommunications, Inc., and its wholly owned subsidiaries, American Sales and Marketing, Inc., QoVox Corporation, and NetSymphony Corporation. All intercompany transactions and balances have been eliminated in the consolidation.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Basis of Accounting:

The accounts of the Company are maintained on the accrual basis of accounting whereby revenue is recognized when earned, and costs and expenses are recognized when incurred.

Use of Estimates:

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from those estimates.

Inventory:

The Company’s inventory is stated at the lower of cost or market value. Cost is determined using the first in, first out method. Unusual losses resulting from lower of cost or market adjustments or losses on firm purchase commitments, if any, are disclosed, and if material, separately stated from cost of goods sold in the statement of operations.

Cash and Cash Equivalents:

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.

Property and Equipment:

Property and equipment are stated at cost. Depreciation and amortization are determined using the straight-line method over estimated useful lives ranging from three to eight years.

Fair Value of Financial Instruments:

The carrying value of cash, accounts receivable, accounts payable and accrued expenses, and notes payable are assumed to approximate fair value because of the relatively short maturity of these instruments. However, since the Company has been unable to pay its liabilities as they became due, significant discounts that cannot be estimated, may be appropriate for liabilities.

Concentrations of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash accounts with several commercial banks. Cash balances are insured by the Federal Deposit Insurance Corporation, up to $250,000 per financial institution.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D

Six Months Ended June 30, 2009 and 2008

(unaudited)

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Capital Structure:

The Company’s voting common stock is comprised of 4,307,861 and 4,302,961 shares issued and outstanding, respectively, as of June 30, 2009. Of the issued shares, 4,900 were repurchased by the Company and are being held in treasury for reissuance in the future. The Company has authorized 493,000,000 shares of common stock with par value of $.0001.

Revenue Recognition:

American Market & Sales, Inc.

The Company recognizes revenue from product sales in accordance with ASC Topic 605 (SAB Topic 13), which requires recognition when persuasive evidence of an arrangement exists, the price is fixed or determinable, delivery has occurred, and payment is reasonably assured. The Company has determined that these criteria have been met upon shipment, and recognizes revenue at that point. Pursuant to ASC Topic 450 (SFAS No. 5) , the Company has examined collection history, financial conditions of clients, and general economic conditions and determined that it is not necessary to set an allowance for doubtful accounts, which have historically not been significant.

NetSymphony Corporation and QoVox Corporation

The Company might derive revenue from three potential sources: (1) system hardware component sales revenue, (2) software license revenue, and (3) services and maintenance and right to use revenue, which include support, maintenance, right to use fees and consulting. Revenue on system hardware component sales is recognized upon delivery to and acceptance by the customer. Software license revenue recognition is substantially governed by the provisions of ASC 985 (SOP 97-2). The Company exercises judgment and uses estimates in connection with the determination of the amount of software license and services revenue to be recognized in each accounting period. For software license arrangements that do not require significant modification or customization of the underlying software, the Company recognizes revenue when: (1) it enters into a legally binding arrangement with a customer for the license of software; (2) it delivers the products or performs the services; (3) customer payment is deemed fixed or determinable and free of contingencies or significant uncertainties; (4) collection is probable, and (5) vendor specific objective evidence (VSOE) of fair value exists to allocate the total fee among all delivered and undelivered elements in the arrangement.

Multiple Element Arrangements:

The Company typically enters into arrangements with customers that include perpetual software licenses, system hardware, maintenance, and right to use fees. Software licenses are sold on a per copy basis. Per copy licenses give customers the right to use a single copy of licensed software for exclusive use on the Company’s system hardware. Assuming all other revenue recognition criteria are met, license revenue is recognized upon delivery using the residual method . Under the residual method, the Company allocates and defers revenue for the undelivered elements, based on VSOE of fair value, and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. The determination of fair value of each undelivered element in multiple element arrangements is based on the price charged when the same element is sold separately. If sufficient evidence of fair value cannot be determined for any undelivered item, all revenue from the arrangement is deferred until VSOE of fair value can be established or until all elements of the arrangement have been delivered. If the only undelivered element is maintenance and technical support for which the Company cannot establish VSOE, the Company will recognize the entire arrangement fees ratably over the maintenance and support term.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Revenue Recognition ( cont’d ):

System hardware is hardware that is installed at a customer site for the purpose of utilizing the licensed software and as such, does not qualify as a separately deliverable element. The timing of revenue recognition from the sale of system hardware is therefore dependent upon the recognition of revenue for the related software licenses.

Maintenance and right to use fees includes updates (unspecified product upgrades and enhancements) on a when and if available basis, telephone support and bug fixes or patches and maintenance of the systems hardware, which would include repairs or replacement as necessary. VSOE of fair value for maintenance and right to use fees is based upon stated annual renewal rates. Maintenance and right to use fees revenue is recognized ratably over the maintenance and right to use term.

Revenue Recognition Criteria:

The Company defines revenue recognition criteria as follows:

Persuasive Evidence of an Arrangement Exists. It is the Company’s customary practice to have a purchase order prior to recognizing revenue on an arrangement.

Delivery has Occurred. The Company’s software and systems hardware are physically delivered and installed at its customer’s site. The Company considers delivery complete when the software and system hardware products have been installed and the testing phase completed. The Company defers all the revenue until the testing phase has been completed and the Company receives customer acceptance.

The Vendor’s Fee is Fixed or Determinable. The Company’s prices and services are indicated in invoices and service agreements. Customary payment terms are generally within 30 days after the invoice date.

Collection is Reasonably Assured. Due to a lack of customer history upon which a judgment could be made as to the collectibility of a particular receivable, revenue is currently recognized upon shipment assuming all other conditions of the sale have been met.

Reclassifications:

Some of the prior period balances have been reclassified to conform to current period presentation.

Cost of Revenue:

Cost of revenue includes costs related to user license, systems hardware and maintenance and right to use fees revenue. Cost of user license revenue includes material, packaging, shipping and other production costs and third party royalties. Cost of systems hardware includes the cost of goods sold and installation costs. Cost of maintenance and right to use fees and consulting fees include related personnel costs, and hardware repair costs. Third party consultant fees are also included in cost of services.

Advertising:

Advertising costs are charged to operations as incurred. For the six months ended June 30, 2009 and 2008, there were only minimal advertising costs charged to operations.

Research and Development:

The Company expenses research and development costs as incurred.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Software Development Costs:

ASC Topic 985 (SFAS No. 86) requires capitalization of certain software development costs subsequent to the establishment of technological feasibility and readiness of general release. The Company has, but does not currently, licensed from a third party the use of certain software that it utilizes in its products. These computer software license fees are expensed as incurred.

Income Taxes:

The Company, a C-Corporation, accounts for income taxes under ASC Topic 740 (SFAS No. 109) . Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The principal differences are net operating losses, startup costs and the use of accelerated depreciation methods to calculate depreciation expense for income tax purposes.

Comprehensive Income:

ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income and its components. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Entities that do not have items of other comprehensive income in any period presented are not required to report comprehensive income. Accordingly the Company has not made any such disclosure in the statements presented herein. Per Note K, the Company has purchased an available-for-sale security that will be subject to this reporting in future periods.

Earnings Per Common Share:

The Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260 (SFAS No. 128), which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common stockholders, adjusted by any convertible preferred dividends; the after-tax amount of interest recognized in the period associated with any convertible debt; and any other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is antidilutive) outstanding. The Company also considers the potential effects of the exercise of options and warrants outstanding during the reporting period. Due to the Company’s continuing net losses, potentially dilutive securities have historically had an antidilutive effect on EPS. Accordingly, basic and diluted EPS are the same.

Recently Issued Accounting Pronouncements

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

June 30, 2009

(unaudited)

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Recently Issued Accounting Pronouncements (cont’d)

Statement of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855), "Subsequent Events," SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140," SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R)," and SFAS No. 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162," were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Segment Information:

ASC Topic 280 (SFAS No. 131) requires public enterprises to report certain information about operating segments, including products and services, geographic areas of operations, and major customers. American Marketing and Sales, Inc. (AMS) is considered a separately reportable business segment that meets the ‘Single Industry Dominance’ test, which eliminates the segment disclosure requirements if the segment accounts for 90% or more of the combined revenue, reported profit, and assets. The revenues, profits, and assets reported in the consolidated financial statements are primarily those of AMS. The assets and liabilities of AMS have been segregated as held for sale on the balance sheet, and the operations of AMS for the six months ended June 30, 2009 have been reported as discontinued operations in the statements of operations due to its sale on July 1, 2009 (Note K). Neither Natural Blue Resources, Inc. nor its remaining subsidiaries qualifies as a separately reportable business segment.

C. INVENTORY

AMS produces caterware for the food service industry via an intense heat injection molding process using Polystyrene/Polypropylene recycled resins. The raw materials and finished goods are produced and held by two third-party manufacturing plants, from where they are shipped to customers across the nation. AMS does not enter into long-term contracts and generally experiences a high inventory turnover ratio while maintaining minimal quantities on-hand in the warehouses. AMS inventory of $192,120 is included in assets of subsidiary held for sale on the balance sheet (Note K). QoVox’s and NetSymphony’s inventory consists of various components of its network assurance telecommunications system held for specific sale-on-approval contracts. Inventory at June 30, 2009 and December 31, 2008 was as follows:

	June 30, 2009		December 31, 2008
AMS Raw Materials	$	-	$	88,635
Work in Progress		-		178,423
Finished Goods		-		17,163
QoVox
Raw Materials		927		927
Finished Goods		25,684		25,038
Net Symphony
Finished Goods		854
Total	$	27,465	$	310,186

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

D. RELATED PARTY TRANSACTIONS

At December 31, 2008, the Company was indebted to officers and stockholders in the amount of $12,200 for advances received and expenses incurred on behalf of the Company. During the six months ended June 30, 2009, the Company received another $114 advance and $5,464 was forgiven by one of our officers and written-off to APIC, resulting in a balance of $6,850 at June 30, 2009. This is exclusive of amounts included in accrued compensation. Interest was not imputed on these advances due to immaterial impact on the financials, and the amounts will be repaid as cash flows allow.

E. NOTES PAYABLE

	Principal balance
	June 30, 2009		December 31, 2008
On July 21, 2006, the Company signed a settlement and mutual release and promissory note with former counsel, whereby the Company was required to pay the principal sum of $155,000 in past-due fees and other costs, plus 6% interest. The Company made $87,500 in principal payments through December 31, 2008, resulting in a $67,500 balance at year-end. On May 21, 2009, the Company settled the $67,500 principal and $18,024 in accrued interest for $50,000, resulting in a gain on settlement of $35,524 and $0 balance at June 30, 2009. Interest expense for the six months ended June 30, 2009 and 2008 totaled $2,543 and $0 for the six months ended June 30, 2009 and 2008. Accrued interest of $16,881 at December 31, 2008 is included in accounts payable and accrued liabilities on the balance sheet.	$	-	$	67,500
On July 1, 2008, QoVox entered into a promissory note with one of its consultants for $230,605, which represents past-due fees previously included in accounts payable. Payment terms stated therein require monthly installments of $1,000 paid to the consultant the last day of each month commencing July 31, 2008 through December 31, 2008; $2,000 per month January through September 2009; and $3,000 per month thereafter until the remaining balance is paid. QoVox made $3,000 in principal payments during 2008, and $1,000 in February 2009, resulting in payable balances of $226,605 and $227,605 at June 30, 2009 and December 31, 2008, respectively. QoVox is currently in default, so the principal balance has been reflected as a current liability in accordance with the promissory note terms. Interest at 8% resulted in accrued interest of $18,215 and $9,171 at June 30, 2009 and December 31, 2008, respectively, which is included in accounts payable and accrued expenses. Interest expense of $9,044 was recorded during the six months ended June 30, 2009.		226,605		227,605

In May 2007, American Marketing and Sales, Inc. entered into a note payable with Flagship Bank of Leominster, MA for $400,000. The note accrues interest at prime less .75% (approximately 6.5%), carries monthly payments that annually total of $93,918, and matures in May 2012. Interest expense of $16,243 and $9,340 was recorded during the six months ended June 30, 2009 and 2008, respectively. The note’s principal balance at December 31, 2008 was $278,721. The June 30, 2009 balance of $245,226 is included in net liabilities of subsidiary held for sale on the balance sheet. The note was assumed by the purchaser of American Marketing and Sales, Inc., as described in Note K.

278,721

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

E. NOTES PAYABLE (CONT’D)

		Principal balance
		June 30, 2009		December 31, 2008
As part of the purchase of American Marketing and Sales, Inc., (AMS), the Company entered into a $4 million note secured by the assets and stock of AMS and payable to the former stockholders of AMS. The note provides for increases to principal for loans made by AMS to the Company or its subsidiaries up to $500,000. To raise the cap on additional loans up to $1 million from AMS, the Company entered into a stock pledge agreement with the former stockholders, pledging its stock in NetSymphony. At the time of the pledge agreement, NetSymphony assets were valued at $0. The note accrues interest at 6% and the entire note balance, including accrued interest, is due and payable on December 7, 2009. Accrued interest of $360,000 and $240,000 at June 30, 2009 and December 31, 2008, respectively, is included in accounts payable and accrued expenses. Interest expense of $120,000 was recorded for each of the six months ended June 30, 2009 and 2008. On July 1, 2009 and pursuant to the sale of American Marketing and Sales, Inc., this loan and its accrued interest were assumed by the purchaser (Note K).		4,000,000		4,000,000
Total notes payable		4,226,605			4,573,826
Less current portion		(4,226,605	)		(364,329	)
Total notes payable – long-term	$	-		$	4,209,497

F. STOCK SUBSCRIPTION RECEIVABLE, LONG-TERM

On March 5, 2004, the Company entered into a stock subscription agreement with a foreign investor to purchase 29,412 shares of the Company’s common stock at a purchase price of $17 per share. On April 1, 2004, the investor made an initial subscription payment of $80,000 and the Company issued and delivered the full 29,412 shares of restricted Common Stock to the investor with the understanding that the investor was sending the Company the $420,000 balance and a stock subscription receivable was duly recorded on the Company’s books in the amount of $420,000. On April 14, 2004, the investor notified the Company of the investor’s intent not to invest further in the Company. The Company offered to issue a new stock certificate in the amount of 4,706 shares to accommodate the $80,000 initial subscription payment in exchange for the investor’s return of the stock certificate issued and delivered to the investor on April 1, 2004 for the full share amount of 29,412 shares . The investor refused the Company’s exchange offer and has continued to refuse to return the stock certificate for 29,412 shares.

The Company is convinced of the merits of its claim against the investor and intends to institute a legal action to vindicate that claim in 2009. The Company has retained Massachusetts litigation counsel. Given the uncertainties inherent in litigation, the Company took a charge of $105,000 (25%) against the receivable in the fourth quarter of 2006, another charge of $105,056 in the fourth quarter of 2007, and a third charge of $105,000 during the fourth quarter of 2008, resulting in a $105,000 balance at June 30, 2009 and December 31, 2008.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

G. NET LOSS PER COMMON SHARE

As required by ASC Topic 260 (SFAS No. 128), the following is a reconciliation of the basic and diluted loss per share calculations for the periods presented:

BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Net loss per share, continuing operations	$	(0.09	)	$	(0.15	)	$	(0.17	)	$	(0.28	)
Net earnings (loss) per share, discontinued operations		0.06			0.07			0.04			0.10
Total net loss per share	$	(0.03	)	$	(0.08	)	$	(0.13	)	$	(0.18	)
Weighted average common shares outstanding		4,193,061			3,991,399			4,182,161			3,962,381

At June 30, 2009, the Company had 56,500 options and warrants outstanding. Exercising the warrants and options would have an antidilutive effect for existing shareholders. Thus, these options are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal.

H. JUDGMENTS PAYABLE

In July 2003, the Company signed a promissory note with a professional for fees and the interest on unpaid fees due that professional through September 30, 2003 in the amount of $247,007. The note was due on August 15, 2003 and had a stated an interest rate of 18% per annum, which had been accrued since the note’s inception. No significant payments had been made on the note, and on September 25, 2007, the note holder filed suit, seeking to have a judgment rendered against the Company for all amounts claimed due. On August 15, 2008, the parties entered into a settlement agreement requiring the Company to pay the plaintiff in full settlement of this case, the sum of $555,000 pursuant to the following schedule:

Number		Amount			Due
	1	$	100,000		9/18/2008
	2		65,000		1/6/2009
	3		65,000		4/6/2009
	4		65,000		7/7/2009
	5		65,000		10/6/2009
	6		65,000		1/7/2010
	7		65,000		4/6/2010
	8		65,000		7/7/2010
			555,000
Payment			(100,000	)
Bal, 12/31/08		$	455,000
Payment			(20,000	)
Bal, 3/31/09		$	435,000

The principal and interest on the settlement date totaling $469,449 were reclassified from accounts and notes payable to judgments payable, and an additional $85,551 was accrued to record the full settlement amount. After making an initial payment of $100,000, the Company defaulted on the January 2009 payment. Although the Company made an additional $20,000 payment in February 2009, negotiations ensued and the Company and plaintiff entered into a second settlement agreement wherein plaintiff accepted 100,000 shares of the Company’s common stock at $2.20 per share ($280,000 total value) as payment of the judgment if certain events concluded (Notes K and L). Those certain events were concluded and the judgment has been satisfied, resulting in a gain on litigation of $155,000 and $0 balance at June 30, 2009.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

I. STOCKHOLDERS’ EQUITY

On July 24, 2009, the Company effected a 1 for 100 reverse stock split that has been retroactively reflected in the financial statements and accompanying notes.

On June 30, 2009, an officer of the Company and the Company’s legal counsel (who is also a shareholder) forgave debts owed to them by the Company totaling $1,179,102, which amounts were written off to additional paid-in capital.

In May 2009, the Company issued 51,500 shares of common stock at $4.70 per share for services valued at $242,050.

In April 2009, an officer of QoVox (who is also a shareholder) forgave debts owed to him totaling $127,725. In conjunction with the debt forgiveness, the Company also cancelled 62,500 (post-split) options owned by the officer, which were valued at $143,750 on the cancellation date. Since the transaction was with a related party, the offsetting amounts were recorded as additional paid-in capital.

In March 2009, the Company issued 59,400 shares of common stock at $2.50 per share for total cash of $148,500. Stock subscriptions receivable of $3,000 at December 31, 2008 were also collected in March 2009.

In November 2008, the Company issues 3,750,000 shares to a consultant representing $36,750 in services to be rendered during the three months ended June 30, 2009. This amount was amortized during the quarter, resulting in a $0 balance at June 30, 2009.

J. GOING CONCERN, OPERATING LOSS

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. At June 30, 2009 and December 31, 2008, current liabilities exceeded current assets by $4,988,998 (excluding liabilities of subsidiary held for sale) and $1,221,831, respectively. The ability of the Company to continue as a going concern is dependent upon the Company’s ability post change of control to define and achieve its business objectives and the success of its future operations.

K. SUBSEQUENT EVENTS

Sale of Subsidiary

On July 1, 2009, the Company completed the sale of its wholly owned subsidiary, American Marketing & Sales, Inc., to Blue Earth Solutions, Inc., a Nevada corporation (“Blue Earth” or “BES”), pursuant to the following terms:

On March 18, 2009, the Company ("Seller") entered into a Stock Purchase Agreement and an Assignment and Assumption Agreement (related to a purchase money promissory note) incident to its proposed sale of its wholly owned subsidiary, American Marketing & Sales, Inc., a Massachusetts corporation ("AMS"), to Blue Earth.

·	The sale was subject to the consent of a majority of Company’s shareholders which consent was obtained.

Leonard J. Tocci is the representative of the principal shareholders (Leonard J. Tocci, Lynel J. Tocci, Leanne J. Whitney, and Linnea J. Clary) who are the former owners of all AMS shares and are now owners of the 15 million (pre-split) Company shares in escrow from their sale of AMS to the Company in December 2007. The principal shareholders also hold a purchase money note ("Note") secured by all of the assets of AMS concerning an election to return the 15 million (pre-split) Company shares in favor of full payment of the Note. As of December 31, 2008, the principal and interest due on the Note is approximately $5.4 Million consisting of a Note face amount of $4 Million and additional loans and accrued interest of approximately $1,418,000.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

K. SALE OF SUBSIDIARY (CONT’D)

·	The purchase of AMS was made pursuant to a Stock Purchase Agreement. The Stock Purchase Agreement contained, among other things, representations and warranties of the aforementioned Parties and covenants of the Company, AMS and Blue Earth.

Among other terms, the Company received 1 million (restricted with piggy-back registration rights) common shares of Blue Earth in exchange for the transfer of AMS shares to Blue Earth. Company delivered to the principal shareholders from escrow 15 million (pre-split) Company common shares in exchange for (1) a complete release of Company and its directors and officers from further liability upon the Note and otherwise, (2) the principal shareholders ’ written consent to the assumption of the Note by Blue Earth, (3) Blue Earth’s written assumption of the Note and (4) the principal shareholders’ and Blue Earth’s agreement to extend the term of the Note for one year.

·	During the term of the extended Note, Mr. Tocci shall have the right to convert the principal and interest then due into Blue Earth (restricted with piggy-back registration rights) common shares at the price of $6 per share.

·	For their assumption of the additional loans from AMS on the Note, Blue Earth was issued 50 Million (pre-split) unregistered Company common shares at the Closing.

·	The principal shareholders released their security interest in NetSymphony Corporation stock and returned the stock certificate to the Company.

·	In consideration of their aforementioned acts and consents, Blue Earth delivered to the principal shareholders 400,000 (restricted with piggy-back registration rights) common shares of Blue Earth common shares.

The 50,000,000 (pre-split) shares of common stock issued to BES had a value of $.045 (pre-split) per share ($2,250,000 total value). Just prior to the sale, the Company also issued to AMS an additional 12,000,000 (pre-split) shares of common stock at $.047 (pre-split) for total value of $564,000. The 1,000,000 shares received from BES had a fair market value of $450,000 on the closing date, and represent a 3% ownership in BES. As such, the BES shares will be accounted for as an available for sale investment pursuant to ASC Topic 320 (SFAS 115). In May 2009, the Board declared that, once obtained, the 1,000,000 BES shares would be distributed pro-rata to shareholders of record on May 29, 2009 as a property dividend subject to the compliance of such a distribution with Delaware’s minimum capitalization requirements. However, minimum capitalization requirements did not permit the distribution to be made, so the dividend declaration was not reported at June 30, 2009. The sale of AMS resulted in a book loss for the Company of $1,347,229.

The assets and liabilities of AMS reported as held for sale at June 30, 2009 are comprised of the following:

Assets				Liabilities
Account	Amount			Account	Amount
Cash and equivalents	$	712,821		Accounts payable and accrued expenses	$	1,195,781
Accounts receivable, net		1,133,113		Notes payable, current		35,729
Inventory		192,120		Notes payable, long-term		209,497
Property, plant, equipment		3,515,825		Total Liabilities	$	1,441,007
Accumulated depreciation		(1,152,843	)
Prepaid expenses		7,200
Certificates of deposit, l/t		100,000
Available-for-sale securities		276,000
Total Assets	$	4,784,236

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

K. SUBSEQUENT EVENTS (CONT’D)

Purchase of Subsidiaries

On July 24, 2009, the Company (1) effected a 1 for 100 reverse stock split, (2) closed a share exchange transaction, described below, pursuant to which the Company became the 100% parent of Natural Blue Resources, Inc., a Nevada corporation, (“NBR”), (3) changed its name from Datameg Corporation, a Delaware corporation, to Natural Blue Resources, Inc., a Delaware corporation, and (4) changed its trading symbol from DTMG to NTUR.

·	On April 14, 2009, the Company entered into a Share Exchange Agreement to acquire Natural Blue Resources, Inc. (“NBR”), a Nevada corporation.

·	The acquisition was subject to the consent of a majority of the Company’s shareholders and to the consent of NBR’s shareholders. Those consents were obtained.

·	To effect the Share Exchange Agreement, the Company’s current shareholders consented to a 1 for 100 reverse stock split reducing the Company’s outstanding shares to 4,928,511 common shares. The reverse stock split became effective on July 24, 2009.

Pursuant to board resolutions of the Company and NBR, the shareholders of NBR have exchanged their rights to receive 44,661,585 (post-split) common shares for 44,356,598 (post-split) of the Company's restricted common stock to be issued by the Company’s Transfer Agent, resulting in a change of control whereby NBR’s former shareholders now own ninety percent (90%) of the post reverse stock split issued and outstanding capital stock of the Company. After the issuance of stock by the Transfer Agent, the Company’s total issued and outstanding stock will be 49,285,109 (post-split) shares.

·	As of July 24, 2009, the Company owns all of NBR’s issued and outstanding stock, making NBR a wholly owned subsidiary of the Company.

Pursuant to the aforementioned Share Exchange Agreement and board resolutions, the former shareholders of NBR beneficially own ninety percent (90%) of the post reverse stock split issued and outstanding capital stock of the Company as of July 24, 2009. The Company owns all of NBR’s issued and outstanding stock. NBR is a wholly owned subsidiary of the Company. Pursuant to the Share Exchange Agreement, designees of NBR shall be appointed to serve the vacant unexpired terms of office of former members of the Company’s Board of Directors.

On August 14, 2009 NBR completed the acquisition of Eco Wave, LLC ("Eco Wave"). Eco Wave holds the exclusive worldwide (less South Korea) use and manufacturing license to patents for waste treatment and water purification for the intended use by the Company and its potential customers. The licensor owns certain patent rights and technology rights related to microwave technology. The technology is currently in use in waste treatment plants and operating on a commerce scale in South Korea.

NetSymphony’s Maestro System is currently being evaluated by PrismOne in Orlando, Florida for new management. QoVox and NetSymphony’s North Carolina operations are under review.

The Company has evaluated subsequent events from the balance sheet date through November 5, 2009.

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

L. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (excluding AMS’s net property and equipment of $2,362,982 included in net assets of subsidiary held for sale on the balance sheet) :

	June 30,			December 31,
	2009			2008
Equipment	$	54,062		$	81,220
Furniture		10,893			13,806
Automobiles		-			66,682
Capital Leases		35,100			35,100
Tooling Molds		-			3,019,612
Total property and equipment		100,055			3,216,420
Less: accumulated depreciation		(97,452	)		(897,079	)
Property and equipment, net	$	2,603		$	2,319,341

Depreciation expense totaled $353,217 and $274,362 for the six months ended June 30, 2009 and 2008, respectively, of which $351,850 and $272,993, respectively, is attributable to American Marketing and Sales, Inc. and has therefore been reported in discontinued operations on the statement of operations.

M. RESTATEMENT

The accompanying financial statements report the effects of the change in closing date of the Company’s sale of American Marketing & Sales, Inc. (AMS) to Blue Earth Solutions, Inc. from June 30, 2009 to July 1, 2009. The June 30, 2009 financial statements as previously reported did not include the assets and liabilities of AMS, and the loss on the sale of AMS was previously reported as part of the Company’s discontinued operations. With the change in closing date, the AMS assets and liabilities are required to be consolidated with the Company as of June 30, 2009, while the loss on the sale of AMS is to be reported as of July 1, 2009 and is not to be included in the Company’s net loss for the three and nine months ended June 30, 2009. Differences between the original and restated balance sheet and statement of operations (including loss per share amounts) are as follows:

	Previously
Account	Reported			Restated			Difference			Note
Balance Sheet
Assets:
Investment in available for sale securities	$	450,000		$	-		$	450,000			(1	)
Assets of subsidiary held for sale		-			4,784,236			(4,784,236	)		(2	)
Liabilities:
Accounts payable and accrued expenses		611,363			971,363			(360,000	)		(3	)
Dividends payable		450,000			-			450,000			(1	)
Liabilities of subsidiary held for sale		-			1,411,007			(1,411,007	)		(2	)
Notes payable, current portion		226,605			4,226,605			(4,000,000	)		(3	)
Stockholders' Deficit:
Common stock		496			430			66			(4	)
Additional paid-in capital		38,192,632			35,378,698			2,813,934			(4	)
Accumulated deficit		(38,638,744	)		(36,841,515	)		(1,797,229	)		(1	) (5)

NATURAL BLUE RESOURCES, INC. (formerly known as Datameg Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)

Six Months Ended June 30, 2009 and 2008

(unaudited)

M. RESTATEMENT (CONT’D)

	Previously
Account	Reported			Restated			Difference			Note
Statement of Operations
Discontinued Operations:
Loss on sale of subsidiary (3 and 6 months
ended June 30, 2009)	$	(1,347,229	)	$	-		$	(1,347,229	)		(5	)
Net earnings (loss) per share (3 months
ended June 30, 2009)	$	(0.24	)	$	0.06		$	(0.30	)		(5	)
Net earnings (loss) per share (6 months
ended June 30, 2009)	$	(0.27	)	$	0.04		$	(0.31	)		(5	)

(1) As a result of the sale of AMS, the Company acquired 1,000,000 shares of Blue Earth stock, receipt of which was contingent upon the closing of the sale. In May 2009, the Board declared, once obtained, the Blue Earth shares would be distributed to the Company's stockholders as a property dividend if allowed by Delaware law. However, Delaware minimum capitalization requirements did not permit the distribution to be made, so the declaration was rescinded.

(2) The assets and liabilities of AMS have been reported as held for sale. The components are itemized in Note K.

(3) The $4,000,000 note payable by the Company to former key shareholders of AMS, along with $360,000 in accrued interest, was assumed by Blue Earth upon the closing the sale of AMS.

(4) The following stock issuances occurred upon the sale's closing:

	Common			Additional			Total
Stock Issuance	Stock			Paid-In Capital			Value
500,000 shares issued to Blue Earth		50		$	2,249,950		$	2,250,000
120,000 shares issued to AMS		12			563,988			564,000
41,000 shares issued to a Company officer		4			(4	)		-
Total		66		$	2,813,934		$	2,814,000

(5) The Company is not permitted to record a loss on the sale of a subsidiary until the period of the sale. Removal of the $1,347,229 loss on sale resulted in a $.30 and $.31 decrease in loss per share for the three and six months ended June 30, 2009, respectively.

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

Results of Operations

Overview

PLAN OF OPERATION

Natural Blue Resources, Inc., a Delaware corporation, formerly known as Datameg Corporation (the “Company”), sold its operating subsidiary, American Marketing and Sales, Inc. (“AMS”) on July 1, 2009, and underwent a change of control on August 24, 2009. In anticipation of the change of control transaction, the Company filed an amendment to its Certificate of Incorporation on June 18, 2009 changing its name to Natural Blue Resources, Inc. New management is in the process of reassessing its subsidiary assets, their markets, and their operations and is evaluating complementary acquisitions.

NATURAL BLUE RESOURCES, INC. (Nevada subsidiary) (“Natural Blue” or “NBR”)

On July 24, 2009, the Company acquired 100% ownership in Natural Blue Resources, Inc. (Nevada). Natural Blue is engaged in the business of exploring the excavation, purification, and distribution of deep brackish water in the State of New Mexico. Water is a precious commodity in New Mexico, as it is throughout the Southwest. Increasing populations, development, and arid conditions will continue to place a strain on existing water supplies. New water sources must be developed or communities in New Mexico and the Southwest will be faced with potentially insurmountable consequences. Natural Blue intends to develop “deep water” in New Mexico as a new source of badly-needed water. “Deep water” means water in an aquifer that (a) does not co-mingle with any regular groundwater aquifer, (b) the top confining layer of the aquifer is located more than 2500 feet below the surface, and (c) the quality of the water is poor (i.e., “brackish” or in need of desalination before it is drinkable or “potable”). Water qualifies as “deep water” only if all three criteria are met. Natural Blue has strategically positioned itself to access “deep water” in appropriate areas. Utilizing state-of-the-art technology, financial resources, and knowledgeable management, Natural Blue intends to develop this new water source in an environmentally-friendly, “green” approach that will benefit the state and its citizens in a visionary manner. There is no guarantee of the quantity or quality of water that will be encountered during drilling.

SERVICE ASSURANCE SYSTEMS PRODUCTS AND SERVICES FOR NETWORK OPERATORS IN THE TELECOMMUNICATIONS INDUSTRY

The Company is a holding company, but through its subsidiary, NetSymphony Corporation, is also a technology company focused on providing service assurance systems products and services for network operators in the telecommunications industry. Our target customers are telecom operators and cable operators worldwide. We focus specifically on voice services over traditional circuit switched and managed IP networks.

Through our wholly owned subsidiary, NetSymphony Corporation subcontracting with QoVox Corporation and 3 rd party consultants, we design, develop and sell an active voice quality test system, capable of monitoring and providing analytical/statistical data that characterizes the connectivity and measurement of voice quality across communications networks.

Current Situation

NetSymphony’s Maestro System , consisting of hardware and software, actively makes calls between various points across communication networks and correlates and reports the results of these call campaigns on a centralized server. We can operate the system on behalf of our customers, or our customer can operate the system.

Although we commenced sales of the Maestro System in the first quarter of 2008, only $3,520 of revenues were recognized during 2008, and $0 thus far during 2009. NetSymphony and QoVox have no current customers or customer trials. New management is reviewing their viability.

CasCommunications

We own 40% of CasCommunications, an inactive development stage entity. We do not expect CasCommunications to generate any revenue in 2009. The Company is exploring options concerning its plans with CasCommunications.

Liquidity and Capital Resources

Due to the sale of American Marketing and Sales, Inc. and the change of control with Natural Blue Resources, Inc. (Nevada), current cash on hand and projected cash on hand is not adequate to execute our plan of operation for NetSymphony or QoVox. Given the losses incurred to date and the lack of substantial revenue generated, we have little or no access to conventional debt markets. Funding to support both short and midterm requirements for product development and launch may be done through additional sale of shares and potentially, to a lesser extent, from working capital that might be generated from customer revenue in the future. Until the Company’s products generate significant revenue from a customer, future cash flows cannot be meaningfully projected.

There can be no assurance that we will be able to raise additional capital on acceptable terms or at all. If we are unable to raise additional capital, we would need to curtail or reduce some or all of our operations, and some or all of NetSymphony’s or QoVox's operations.

RESULTS OF OPERATIONS

For the three and six months ended June 30 2009, the Company incurred a loss from operations of $532,066 and $789,008, respectively, compared with a loss from operation of $551,104 and $977,092 for the three and six months ended June 30, 2008, respectively. We recognized an overall net loss from continuing operations of $393,934 and $716,978 for the three and six months ended June 30, 2009, respectively, as compared to an overall net loss from continuing operations of $604,564 and $1,110,556 for the three and six months ended June 30, 2008, respectively. The decrease in losses is attributable to our diligent cost-cutting, settlement of outstanding liabilities, and avoidance of new litigation. Cash on hand was $160,030 as of June 30, 2009, compared with $398,978 as of December 31, 2008. NetSymphony and QoVox continue to struggle with product development, particularly in the current financial climate. All potential customers have delayed trials of the NetSymphony’s Maestro VoIP testing system and their level of continued interest is uncertain. American Marketing and Sales, Inc. generated consistent profits, with a net income of $237,199 and $171,672 for the three and six months ended June 30, 2009 and 2008, respectively, as compared to $284,277 and $385,396 for the same periods in 2008, as reported in discontinued operations due to the sale of AMS on June 30, 2009.

ITEM 4T. CONTROLS AND PROCEDURES

The Company’s management, consisting of James Murphy, our Chief Executive Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2009. Based upon this evaluation, our Chief Executive Officer concluded that, as of June 30, 2009, our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

As a result of our December 31, 2008 audit, we have learned that our disclosure controls and procedures have failed to properly account for the provisions of ASC Topic 450 (SFAS 5 “Contingencies”). These issues were not detected to allow timely decisions regarding their accounting and disclosure. Corrective action will be taken in the future to properly evaluate and disclose Company’s liabilities as required by ASC Topic 450. The Company will ensure that each liability is reviewed under ASC Topic 450, which will be accomplished by hiring a CFO and implementing further training of current personnel. Additional written policy guidance will also be adopted.

Management’s Annual Report on Internal Control Over Financial Reporting

Our Chief Executive Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2009 based on criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the Company’s management concluded that, as of June 30, 2009, the Company’s internal control over financial reporting was not effective.

As a result of our December 31, 2008 audit, we learned that our internal controls over financial reporting failed to properly account for the provisions of ASC Topic 450. Corrective action will be taken in the future to properly evaluate and disclose Company’s liabilities as required by ASC Topic 450. The Company will ensure that each liability is reviewed under ASC Topic 450, which will be accomplished by hiring a CFO and implementing further training of current personnel. Additional written policy guidance will also be adopted.

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Securities Exchange Act of 1934, as amended) during our last fiscal quarter ended June 30, 2009 and our year ended December 31, 2008 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On October 13, 2009 in the General Court of Justice, Superior Court Division, Wake County, NC, Dan Ference, the former COO of QoVox brought suit against QoVox, NetSymphony, Natural Blue Resources, Datameg Corporation, and Bank of America. Mr. Ference contends he is owed unpaid salary in the amount of $302,013. He denies that he settled this claim but acknowledges receipt of the consideration. The Company and its subsidiaries have retained North Carolina counsel but not yet responded. The Company and its subsidiaries intend to vigorously defend all claims as to them and is evaluating counterclaims.

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

The Company’s unregistered sale of equity securities during the reporting period was as follows:

Date	Investor	Value(A)		Consideration	Number of Shares
5/28/2009	John O'Connell	$	14,100	Services		3,000
5/28/2009	Chris Hermstedt	$	23,500	Services		5,000
5/28/2009	Byron Collier	$	11,750	Services		2,500
5/28/2009	Patrick Glennon	$	11,750	Services		2,500
5/28/2009	Renee Zeh	$	11,750	Services		2,500
5/28/2009	Chris Lanning	$	4,700	Services		1,000
5/28/2009	Neil Gordon	$	47,000	Services		10,000
5/28/2009	Gerald Bellis	$	47,000	Services		10,000
5/28/2009	Paul Vuksich	$	47,000	Services		10,000
5/28/2009	Kim McIntosh	$	11,750	Services		2,500
5/28/2009	Heather McIntosh	$	11,750	Services		2,500
Totals		$	242,050			51,500

(A)	Value reported is based on the value of the services rendered.

Each of the foregoing sales transactions was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof. Each investor was a shareholder of the Company at the time of the applicable transaction and purchased the shares in a transaction not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 19, 2009, the Company (then Datameg Corporation) filed a definitive proxy statement with the SEC. The proxy statement includes a cover letter reproduced here.

DATAMEG CORPORATION

2150 South 1300 East, Suite 500

Salt Lake City, UT 84106

May 18, 2009

Dear Shareholder:

The Board of Directors of Datameg Corporation (the "Company") has approved entry into two material transactions and the Company has entered into those transactions. First, the Company, as the seller, entered into a Stock Purchase Agreement and purchase money promissory note Assignment and Assumption Agreement incident to its proposed sale of its wholly owned subsidiary American Marketing & Sales, Inc. (“American Marketing”), a Massachusetts corporation to Blue Earth Solutions, Inc. (“Blue Earth”), a Nevada corporation. Second, the Company entered into a Share Exchange Agreement to acquire Natural Blue Resources, Inc. (“NBR”), a Nevada corporation.

The Board's action to sell American Marketing is subject to the consent by a majority of the Company's shares because American Marketing represents a majority of the Company’s assets.

The Board’s action to acquire NBR is subject to the consent by a majority interest of the Company’s shareholders because the transaction calls for a 1 for 100 reverse stock split and a change of control. The shareholders of NBR are to transfer all of NBR's issued and outstanding shares of capital stock ("Shares") to the Company and such Shares are to be converted into and exchanged for shares of the Company's common stock, equaling upon completion of this share exchange ninety percent (90%) of the issued and outstanding capital stock of the Company. A majority in interest of the Company current shareholders must consent to the 1 for 100 reverse stock split reducing the Company’s outstanding shares to approximately 4.9 million common shares pre-closing and to approximately 49 million shares after the closing of the Share Exchange. Subject to the closing of the acquisition of NBR, the Board is also seeking the consent by a majority of the Company’s shares to amend the Certificate of Incorporation to change the name of the Company to Natural Blue Resources, Inc.

The Board of Directors considers the sale of American Marketing and acquisition of NBR to be necessary for the Company to adequately pursue shareholder value. We urge you to read the accompanying written consent solicitation carefully, as it contains a detailed explanation of the proposed transactions and amendments and the reasons for the proposed transactions and amendments. The Board of Directors believes the proposed sale of American Marketing and acquisition of NBR to be in the best interest of the Company and its shareholders.

Please complete, date and sign the enclosed written consent solicitation and return it promptly in the enclosed envelope on or before June 18, 2009 to ensure that your vote is counted with respect to the proposed amendments to the Company's Articles of Incorporation and Bylaws.

Sincerely,

/s/ James Murphy

James Murphy, Chief Executive Officer

and Chairman of the Board

In a Form 8K filed on June 18, 2009, the Company announced the results of the proxy solicitation as follows:

“Datameg Corporation (the "Company") announced today the official results of its recently concluded shareholder solicitation. After tabulating all votes received, the Company is pleased to announce that the holders of a majority of the shares outstanding on the record date of April 30, 2009 voted in favor of each of the Company's three proposals, summarized below.

Accordingly, each of the three proposals has been approved.

Documentation of the vote has been reviewed by Broadridge Voting Services and has been certified. The Company had 417,606,087 shares outstanding on the record date. The total shares voted were 361,681,336.

The following table illustrates the official vote for each proposal:

PROPOSAL #001 SELL WHOLLY OWNED SUBSIDIARY AMERICAN MARKETING & SALES INC.
***	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
BENEFICIAL COMMON	148,706,923	1,781,916	114,230	119,456,273
REGISTERED COMMON	93,776,930	15,052	6,545	-
TOTAL SHARES VOTED	242,483,853	1,796,968	120,775	-
% OF VOTED	99.21%	0.73%	0.04%	-
% OF OUTSTANDING	58.06%	0.43%	0.02%	-
-	-	-	-	-
PROPOSAL #002 AMND SECTN FOURTH TO CERT. OF INCORP. TO EFFECT REVRS STOCK SPLIT
***	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
BENEFICIAL COMMON	263,321,660	4,098,960	462,189	-
REGISTERED COMMON	93,691,782	100,200	6,545	-
TOTAL SHARES VOTED	357,013,442	4,199,160	468,734	-
% OF VOTED	98.70%	1.16%	0.12%	-
% OF OUTSTANDING	85.49%	1.00%	0.11%	-
-	-	-	-	-
PROPOSAL #003 AMND SECTN FIRST TO CERT. OF INCORP. TO CHANGE NAME OF COMPANY
***	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
BENEFICIAL COMMON	264,957,571	2,662,370	262,868	-
REGISTERED COMMON	93,775,115	16,867	6,545	-
TOTAL SHARES VOTED	358,732,686	2,679,237	269,413	-
% OF VOTED	99.18%	0.74%	0.07%	-
% OF OUTSTANDING	85.90%	0.64%	0.06%	-

***

PROPOSAL #001 To sell Datameg Corporation’s wholly owned subsidiary American Marketing & Sales, Inc., a Massachusetts corporation to Blue Earth Solutions, Inc., a Nevada corporation trading on the OTCBB under the symbol BESN, pursuant to the Stock Purchase Agreement attached hereto as Exhibit 1.

PROPOSAL #002 To amend Section FOURTH to our Certificate of Incorporation to effect a 1-for-100 Reverse Stock Split whereby every 100 shares of our common stock outstanding or in treasury will be combined and reduced into one share of common.

PROPOSAL #003 To amend Section FIRST of our Certificate of Incorporation to change the name of the Company to Natural Blue Resources, Inc. The shareholder consent will lapse if the Board does not file an amendment of the Certificate of Incorporation within 90 days of the shareholders consent to this proposal.”

ITEM 5. OTHER INFORMATION

SALE OF AMERICAN MARKETING & SALES, INC.

On July 1, 2009, the Company completed the sale of its wholly owned subsidiary, American Marketing & Sales, Inc., to Blue Earth Solutions, Inc.

Transaction Information - Sale of American Marketing & Sales, Inc.

Summary Terms

On March 18, 2009, Datameg Corporation, a Delaware corporation (“Seller”) entered into a Stock Purchase Agreement and an Assignment and Assumption Agreement incident to its proposed sale of its wholly owned subsidiary American Marketing & Sales, Inc., a Massachusetts corporation (the “Company”) to Blue Earth Solutions, Inc., a Nevada corporation (“Buyer”).

§	The sale was subject to the consent of a majority of the Company’s shareholders, which consent was obtained.

Leonard J. Tocci is the representative of the principal shareholders (Leonard J. Tocci, Lynel J. Tocci, Leanne J. Whitney, and Linnea J. Clary) who are the former owners of all American Marketing shares and are now owners of the 15 million (pre-split) Company shares in escrow from their sale of American Marketing to the Company in December 2007. The principal shareholders also hold a purchase money note (“Note”) secured by all of the assets of American Marketing concerning an election to return the 15 million (pre-split) Company common shares in favor of full payment of the purchase money note. As of December 31, 2008, the principal and interest due on the Note is approximately $5.4 Million consisting of a Note face amount of $4 Million and additional loans and accrued interest of approximately $1,418,000.

§	The purchase of American Marketing was made pursuant to a Stock Purchase Agreement. The Stock Purchase Agreement contained, among other things, representations and warranties of the aforementioned parties and covenants of the Company, American Marketing and Blue Earth.

Among other terms, the Company received 1 million (restricted with piggy-back registration rights) common shares of Blue Earth in exchange for the transfer of American Marketing shares to Blue Earth. The Company delivered to the principal shareholders from escrow 15 million (pre-split) the Company common shares in exchange for (1) a complete release the Company and its directors and officers from further liability upon the Note and otherwise, (2) the principal shareholders ’ written consent to the assumption of the Note by Blue Earth, (3) Blue Earth’s written assumption of the Note and (4) the principal shareholders’ and Blue Earth ’ s agreement to extend the term of the Note for one year.

§	During the term of the extended Note, Mr. Tocci shall have the right to convert the principal and interest then due into Blue Earth (restricted with piggy-back registration rights) common shares at the price of $6 per share.

§	For their assumption of the additional loans from American Marketing on the Note, Blue Earth was issued Fifty Million (pre-split) unregistered Company common shares at the Closing.

§	The principal shareholders released their security interest in NetSymphony Corporation stock and returned the stock certificate to the Company.

§	In consideration of their aforementioned acts and consents, Blue Earth delivered to the principal shareholders 400,000 (restricted with piggy-back registration rights) common shares of Blue Earth common shares.

ITEM 6. EXHIBITS

EXHIBIT INDEX


Exhibit No.		Description

3.1		Certificate of Amendment to the Certificate of Incorporation of Datameg Corporation filed with the Secretary of State of the State of Delaware on June 18, 2009 (1)

10.1		Agreement and Plan of Share Exchange (the "Agreement") between Natural Blue Resources, Inc., a Nevada corporation, and Datameg Corporation, a Delaware corporation, dated April 1, 2009 (2)

10.2		Form of Voting Agreement among Datameg Corporation, a Delaware corporation, Natural Blue Resources, Inc., a Nevada corporation, and certain stockholders of Natural Blue Resources, Inc. (2)

22.1		Published Report of Matters Submitted To Vote of Securities Holders, Change of Directors (3)

22.2		Published Report Regarding Matters Submitted to Vote of Security Holders (Change of Directors) (4)

31.1		Rule 13a-14(a) Certificate of Principal Executive Officer (Principal Executive Officer)

31.2		Rule 13a-14(a) Certificate of Chief Financial Officer (Principal Financial Officer)

32.1		Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350

32.2		Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350

(1)		Filed as an Exhibit to the Current Report on Form 8-K by the Registrant on July 24, 2009

(2)		Filed as an Exhibit to the Current Report on Form 8-K by the Registrant on April 20, 2009

(3)		Filed as an Exhibit to the Current Report on Form 8-K by the Registrant on June 18, 2009

(4)		Filed as an Exhibit to the Schedule 14F-1 by the Registrant on August 10, 2009

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 on this 24th day of December 2009.

Natural Blue Resources, Inc. (formerly known as Datameg Corporation)

By: /s/ Toney Anaya

Toney Anaya,

Chairman, Chief Executive Officer (Principal Executive Officer)

Natural Blue Resources (CE) (USOTC:NTUR)
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