<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: May 31, 2008

                               File No. 000-52547

                          ROYAL ENERGY RESOURCES, INC.
                 (Name of small business issuer in our charter)

               Delaware                                         11-3480036
               ---------                                        ----------
    (State or other jurisdiction of                           (IRS Employer
    incorporation or organization)                          Identification No.)

                   236 Broadway, Suite 207, Brooklyn, NY 11211
                --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                  543 Bedford Avenue, #176, Brooklyn, NY 11211
           ---------------------------------------------------------
           (Former address of principal executive offices) (Zip Code)

                   Registrant's telephone number: 800-620-3029

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

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

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ X ]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 16,688,731 shares of common stock
outstanding as of July 10, 2008.


<PAGE>


The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial reporting
and pursuant to the rules and regulations of the Securities and Exchange
Commission ("Commission"). While these statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary for fair
presentation of the results of the interim period, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements and footnotes thereto, contained in the World Marketing
Inc.'s Form 10-KSB dated August 31, 2007.

<TABLE>
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<S>     <C>

                                              TABLE OF CONTENTS

                                                                                                        Page

PART I - FINANCIAL INFORMATION

Item 1:       Financial Statements                                                                        3

Item 2:       Management's Discussion and Analysis of Financial Condition and Results of
                  Operations                                                                             14

Item 3:       Quantitative and Qualitative Disclosures About Market Risk                                 16

Item 4T:      Controls and Procedures                                                                    16



PART II - OTHER INFORMATION                                                                              17

Item 1:       Legal Proceedings

Item 1A:      Risk Factors

Item 2:       Unregistered Sales of Equity Securities and Use of Proceeds

Item 3:       Defaults upon Senior Securities

Item 4:       Submission of Matters to a Vote of Security Holders

Item 5:       Other Information

Item 6:       Exhibits
</TABLE>

                                                     2
<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S>     <C>

ROYAL ENERGY RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
MAY 31, 2008 AND AUGUST 31, 2007

                                                                            2008
                                                                          (UNAUDITED)        2007
                                                                         -----------      -----------
                                Assets
Current assets
  Cash and cash equivalents                                              $   340,633      $     7,611
  Prepaid expenses                                                               700               --
                                                                         -----------      -----------
     Total current assets                                                    341,333            7,611
OTHER ASSETS
  Investment in real estate                                                       --          215,000
  Investment in oil and gas drilling prospects                                75,673               --
  Investment in oil and gas leases                                            13,376           17,915
  Investment in uranium properties                                             3,379               --
                                                                         -----------      -----------
     Total other assets                                                       92,428          232,915
                                                                         -----------      -----------
          Total assets                                                   $   433,761      $   240,526
                                                                         ===========      ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                       $    77,100      $        --
                                                                         -----------      -----------
     Total current liabilities                                                77,100               --
                                                                         -----------      -----------
Long-term debt                                                               140,000               --
                                                                         -----------      -----------
          Total liabilities                                                  217,100               --
                                                                         -----------      -----------

Commitments and contingencies

STOCKHOLDERS' EQUITY
  Preferred stock: $0.00001 par value; authorized
     10,000,000 shares; 100,000 at May 31, 2008 and no shares at
      August 31, 2007, issued and outstanding, respectively                        1               --
  Common stock: $0.00001 par value; authorized
     100,000,000 shares; 16,448,731 and 13,907,027 shares issued and
     outstanding at May 31, 2008 and August 31, 2007, respectively               183              139
  Additional paid-in capital                                               1,532,007          533,066
  Deferred option and stock compensation                                    (878,083)              --
  Common stock subscription receivable                                       (71,190)         (81,590)
  Deficit accumulated during the development stage                          (366,257)        (211,089)
                                                                         -----------      -----------
     Total stockholders' equity                                              216,661          240,526
                                                                         -----------      -----------
          Total liabilities and stockholders' equity                     $   433,761      $   240,526
                                                                         ===========      ===========

See accompanying notes to condensed financial statements.

                                                   3
<PAGE>


ROYAL ENERGY RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)


                                                                     2008              2007
                                                                 ------------      ------------
Sale of oil and gas leases                                       $         --      $      3,082
Cost of sales                                                              --               799
                                                                 ------------      ------------
     Gross profit                                                          --             2,283
                                                                 ------------      ------------
Costs and expenses:                                                                           #
  Non-cash compensation                                                95,892                --
  Other selling, general and administrative expense                    20,814            20,667
                                                                 ------------      ------------
     Total costs and expenses                                         116,706            20,667
                                                                 ------------      ------------
          Loss from operations                                       (116,706)          (18,384)
Other expenses
  Loss on disposition by rescission agreement on condominium           15,000                --
  Interest expense                                                      3,500                --
                                                                 ------------      ------------
                                                                       18,500                --
                                                                 ------------      ------------
     Loss before income taxes                                        (135,206)          (18,384)
          Provision for income taxes                                       --                --
                                                                 ------------      ------------
          NET LOSS                                               $   (135,206)     $    (18,384)
                                                                 ============      ============


NET LOSS PER SHARE, BASIC AND DILUTED                            $      (0.01)     $      (0.00)
                                                                 ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING,
  BASIC AND DILUTED                                                15,957,778         9,597,007
                                                                 ============      ============

See accompanying notes to condensed financial statements.



                                       4
<PAGE>

ROYAL ENERGY RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED MAY 31, 2008 AND 2007 AND
FROM INCEPTION (JULY 22, 2005) THROUGH MAY 31, 2008
(UNAUDITED)
                                                                                             INCEPTION
                                                                                          (JULY 22, 2005)
                                                                                              THROUGH
                                                          NINE MONTHS ENDED MAY 31,           MAY 31,
                                                           2008              2007               2008
                                                        ------------      ------------      ------------

Sale of oil and gas leases                              $      5,626      $      3,082      $      8,708
Cost of sales                                                    449               799             1,248
                                                        ------------      ------------      ------------
     Gross profit                                              5,177             2,283             7,460
                                                        ------------      ------------      ------------
Costs and expenses:                                                                                    #
  Non-cash compensation                                       95,892                --            95,892
  Other selling, general and administrative expense           45,953            74,251           259,325
                                                        ------------      ------------      ------------
     Total costs and expenses                                141,845            74,251           355,217
                                                        ------------      ------------      ------------
          Loss from operations                              (136,668)          (71,968)         (347,757)
Other expenses:
  Loss on disposition by rescission agreement
      on condominium                                          15,000                --            15,000
  Interest expense                                             3,500                --             3,500
                                                        ------------      ------------      ------------
                                                              18,500                --            18,500
                                                        ------------      ------------      ------------
     Loss before income taxes                               (155,168)          (71,968)         (366,257)
          Provision for income taxes                              --                --                --
                                                        ------------      ------------      ------------
          NET LOSS                                      $   (155,168)     $    (71,968)     $   (366,257)
                                                        ============      ============      ============


NET LOSS PER SHARE, BASIC AND DILUTED                   $      (0.01)     $      (0.01)     $      (0.04)
                                                        ============      ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING,
  BASIC AND DILUTED                                       14,590,611         9,446,628         9,626,085
                                                        ============      ============      ============

See accompanying notes to condensed financial statements.



                                       5
<PAGE>


ROYAL ENERGY RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MAY 31, 2008 AND 2007, AND
  THE PERIOD FROM INCEPTION (JULY 22, 2005) THROUGH MAY 31, 2008
(UNAUDITED)
                                                                                        FROM INCEPTION
                                                                                         JULY 22, 2005
                                                                                           THROUGH
                                                             NINE MONTHS ENDED MAY 31,     MAY 31,
                                                             2008           2007            2008
                                                           ---------      ---------      ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $(155,168)     $ (71,968)     $(366,257)
     Adjustment to reconcile net loss to net cash used
       in operating activities:
          Value of common shares issued for services          95,892             --         95,892
          Loss on rescission of condominium purchase          15,000             --         15,000
          Change in other assets and liablities:
               Prepaid expenses                                 (700)            --           (700)
               Accounts payable                               (7,900)            --         (7,900)
                                                           ---------      ---------      ---------
          Net cash used in operations                        (52,876)       (71,968)      (263,965)
                                                           ---------      ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in real estate                                       --             --        (25,000)
  Investment in oil and gas drilling prospects               (75,673)            --        (75,673)
  Investment in oil and gas leases                             4,538         (9,533)        (8,698)
  Investment in uranium properties                            (3,379)            --         (3,379)
                                                           ---------      ---------      ---------
          Net cash used in investing activities              (74,514)        (9,533)      (112,750)
                                                           ---------      ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds of stockholder loans                                   --             --             50
  Proceeds from subscription receivable                       10,400             --         10,400
  Loan proceeds                                              140,000             --        140,000
  Proceeds from sale of common stock                         309,012         54,007        565,898
  Proceeds from sale of preferred stock                        1,000             --          1,000
                                                           ---------      ---------      ---------
          Net cash provided by financing activities          460,412         54,007        717,348
                                                           ---------      ---------      ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         333,022        (27,494)       340,633
CASH AND CASH EQUIVALENTS, beginning of period                 7,611         34,307             --
                                                           ---------      ---------      ---------
CASH AND CASH EQUIVALENTS, end of period                   $ 340,633      $   6,813      $ 340,633
                                                           =========      =========      =========

SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash investing and financing activities:
  Issuance of common stock for real estate                 $     --       $      --      $ 190,000
  Contribution of stockholder loan to capital                     --             --          6,560
  Disposition of real estate per stock rescission
     agreement                                               200,000             --             --
  Common stock issued for services                           560,000             --             --
  Common stock option granted for services                   328,975             --             --

</TABLE>

                                       6
<PAGE>


                          ROYAL ENERGY RESOURCES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  MAY 31, 2008
                                   (Unaudited)
===============================================================================


1        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         These financial statements include the accounts of Royal Energy
         Resources, Inc. ("RER") (formerly known as World Marketing, Inc.
         ("WMI"). RER is a development stage enterprise within the meaning of
         Statement of Financial Accounting Standards No. 7, ("SFAS No. 7")
         "Accounting and Reporting by Development Stage Enterprises."
         Accordingly, the costs associated with the development stage activities
         discussed below, have an inception date of July 22, 2005. Prior costs
         relating to an attempted internet business which was discontinued in
         2001 have been transferred to accumulated deficit.

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

         Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States have been condensed or omitted
         pursuant to such rules and regulations for interim reporting. The
         Company believes that the disclosures contained herein are adequate to
         make the information presented not misleading. However, these condensed
         financial statements should be read in conjunction with the financial
         statements and notes thereto included in the Company's Annual Report
         for the year ended August 31, 2007.

         ORGANIZATION AND NATURE OF BUSINESS

         RER is a Delaware corporation which was incorporated on March 22, 1999,
         under the name Webmarketing, Inc. ("Webmarketing"). On July 7, 2004,
         the Company revived its charter and changed its name from Webmarketing
         to World Marketing, Inc. In December 2007 the Company changed its name
         to Royal Energy Resources, Inc.

         Commencing at the end of August 2006, the Company began acquiring oil
         and gas and uranium leases and has since resold some of its leases and
         retained an overriding royalty interest. During the quarter ended May
         31, 2008, the Company invested in two oil & gas drilling prospects in

                                       7
<PAGE>

         Washington County, Oklahoma, and expects to continue this activity in
         the future, as funds become available.

         On July 22, 2005, the Company began selling its common stock to obtain
         the funds necessary to begin implementation of its new business plan.
         The primary objective of the new business plan was to acquire, make
         necessary renovations and resell both residential and commercial real
         estate. The Company expected to acquire real estate using cash,
         mortgage financing or its common stock, or any combination thereof, and
         anticipated that the majority of the properties acquired would be in
         the New York City area. The real estate would be sold directly by the
         Company to the extent deemed practical. If necessary, broker services
         will be used to expedite a given sale. The Company rescinded the
         purchase of the real estate property it had during the quarter ended
         May 31, 2008 and currently is limiting any potential real estate
         acquisitions to Eastern European countries.

         Webmarketing attempted to establish a web-based marketing business for
         health care products from its inception in 1999 until 2001. However,
         the Company did not establish any revenues and discontinued these
         operations in 2001.

         GOING CONCERN

         The Company has not established sources of revenues sufficient to fund
         the development of business, projected operating expenses and
         commitments for fiscal year 2008. The Company, which has been in the
         development stage since its inception, March 22, 1999, has accumulated
         a net loss of $366,257 through May 31, 2008, and incurred losses of
         $155,168 for the nine months then ended.

         The Company ceased its plans to begin a web-based marketing business
         for health-care products in 2001 and all operations were discontinued.
         In March 2006, the Company sold 650,000 shares of its common stock for
         $65,000 to provide a portion of the cash required to purchase its first
         real estate investment. Subsequently, the Company continued to sell its
         common stock to raise capital to continue operations. In the current
         fiscal year, the Company revised its business plan, rescinded its real
         estate purchase and began investing in energy leases and oil and gas
         drilling prospects. The Company has secured $140,000 in long-term debt
         and has raised $309,012 from the sale of its common stock and has a
         cash balance of $340,633 at May 31, 2008. However, the energy business
         has a high degree of risk and there can be no assurance that the
         Company will be able to obtain sufficient funding to develop the
         Company's current business plan.

         CASH AND CASH EQUIVALENTS

         The Company considers all cash on hand, cash in banks and all highly
         liquid debt instruments purchased with a maturity of three months or
         less to be cash and cash equivalents.


                                       8
<PAGE>


         REVENUE RECOGNITION

         Revenue from the sale of oil and gas and uranium leases is recognized
         when the transaction is completed. The cost of the leases sold is
         included in cost of sales at the time of the sale.

         Oil and gas production income will be recognized when the product is
         delivered to the purchaser. We will receive payment from one to three
         months after delivery. At the end of each month, we will estimate the
         amount of production delivered to purchasers and the price we will
         receive. Variances between our estimated revenue and actual payment are
         recorded in the month the payment is received; however, differences
         should be insignificant.

         Revenue from real estate sales is recognized when the related property
         is subject to a binding contract and all significant obligations have
         been satisfied.

         STOCK OPTION PLANS

         In December 2004, the FASB issued SFAS 123 (revised 2004), "Share-Based
         Payment" (SFAS 123(R)). Among other things, SFAS 123(R) requires
         expensing the fair value of stock options, previously optional
         accounting. For transition, upon adoption on September 1, 2005, SFAS
         123(R) would require expensing any unvested options and will also
         require changing the classification of certain tax benefits from option
         deductions to financing rather than operating cash flows. As of August
         31, 2006, the Company did not have any unvested options which would
         require adjustment upon adoption of SFAS 123(R). SFAS No. 123,
         "Accounting for Stock Based compensation" (SFAS No. 123), required the
         Company to disclose pro forma information regarding option grants made
         to its employees until adoption of SFAS 123(R) discussed above. SFAS
         No. 123 specifies certain valuation techniques that produce estimated
         compensation charges that would be included in the required pro forma
         results. These amounts would not have been reflected in the Company's
         statements of operations, because APB No. 25 specifies that no
         compensation charge arises when the price of the employees' stock
         options equal the market value of the underlying stock at the grant
         date.

         Under SFAS No. 123, the fair value of each option grant is estimated on
         the date of grant using the Black-Scholes option pricing model. The
         Company, during the three months ended May 31, 2008 granted options to
         acquire 1,000,000 shares of its common stock that were fair valued
         under the Black Scholes model in the amount of $328,975. This amount is
         being amortized over the twelve month option period.

         INVESTMENTS IN OIL AND GAS PROPERTIES

         We will account for our oil and natural gas operations using the full
         cost method of accounting. Under this method, all costs associated with
         property acquisition, exploration and development of oil and gas
         reserves are capitalized. Cost capitalized include acquisition costs,
         geological and geophysical expenditures, lease rentals on undeveloped
         properties and cost of drilling and equipping productive and
         non-productive wells. Drilling costs include directly related overhead

                                       9
<PAGE>

         costs. All of our properties are currently located within the
         continental United Sates.

         INVESTMENTS IN REAL ESTATE

         Costs associated with the acquisition, development and construction of
         real estate properties are capitalized when incurred. The carrying
         value of the properties will be reviewed, at least annually, for
         impairment. In the event the property is leased, depreciation will be
         recorded based upon a thirty-year life. The Company rescinded the
         purchase of the real estate property it had during the quarter ended
         May 31, 2008.

         DEFERRED INCOME TAXES

         Deferred income taxes are provided for temporary differences between
         financial and tax reporting in accordance with the liability method
         under the provisions of SFAS No. 109, "Accounting for Income Taxes." A
         valuation allowance is recorded to reduce the carrying amounts of
         deferred tax assets unless management believes it is more likely than
         not that such asset will be realized.

         EARNINGS (LOSS) PER COMMON SHARE

         Earnings (loss) per common share are calculated under the provisions of
         SFAS No. 128, "Earnings per Share," which established new standards for
         computing and presenting earnings per share. SFAS No. 128 requires RER
         to report both basic earnings per share, which is based on the
         weighted-average number of common shares outstanding, and diluted
         earnings per share, which is based on the weighted-average number of
         common shares outstanding plus all potential dilutive shares
         outstanding. At August 31, 2006 and 2005, there were no common stock
         equivalents. Accordingly, basic and diluted earnings per share are the
         same for all periods presented.


         USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America 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.


         RECENT 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.

                                       10
<PAGE>


         FAIR VALUE DETERMINATION

         Financial instruments consist of cash, marketable securities,
         promissory notes receivable, accounts payable, accrued expenses and
         short-term borrowings. The carrying amount of these financial
         instruments approximates fair value due to their short-term nature or
         the current rates at which the Company could borrow funds with similar
         remaining maturities.


2        INVESTMENTS IN REAL ESTATE

         On August 25, 2005, the Company acquired its first real estate
         property, a condominium located in Brooklyn, New York, in exchange for
         $25,000 in cash and 1,900,000 shares of its common stock which was
         valued at $190,000.

         The real estate was appraised at $240,000 shortly after the purchase.


         In March 2008, the Company entered into a rescission agreement to
         return the real estate that it previously held to the individual who
         originally contributed the property in exchange for 1,900,000 shares of
         the Company's common stock. The original value of the real estate was
         $215,000 and upon the rescission was valued at $200,000. The Company
         has recorded a loss of $15,000 on this transaction during the period.


3        INVESTMENT IN ENERGY PROPERTIES

                                     LEASES

         The Company was the successful bidder in the United States Government
         auction to purchase certain oil and gas lease rights. The oil and gas
         leases currently represent 3,475 acres of property located in Crook,
         Banner, Weston, Goshen, Niobrara, Converse, Campbell, Freemont and
         Platt Counties, Wyoming. The Company also holds the lease for uranium
         rights on 3,201 acres in Laramie, Goshen-Platt and Platt Counties,
         Wyoming.

         On February 28, 2007 the Company entered into an agreement to sell by
         assignment, the rights, title and interest in certain of these leases
         located in Natrona County, Wyoming to Bill Barrett Corporation for the
         sum of $3,082 plus future royalties. The Company's cost in these leases
         was $799. The transaction was completed in March 2007.

         The Company is negotiating with energy companies to develop the
         potential resources that may be contained in these properties. The
         Company entered into an agreement on August 31, 2007 with Orion Energy
         Partners and then sold, by assignment, the rights, title and interest
         in certain of these leases located in Weston County, Wyoming for $5,629
         plus future royalties. The Company's cost in these leases was $449.


                                       11
<PAGE>


                         OIL AND GAS DRILLING PROSPECTS

         During the three months ended May 31, 2008, the Company prepaid $75,673
         as estimated drilling and completion costs for a 25% working interest
         in two wells in Washington County, Oklahoma. Both wells are currently
         being completed.


4        LONG-TERM DEBT

         The Company has a loan with an individual in the amount of $140,000 at
         May 31, 2008 which is due July 29, 2009. Interest is payable monthly at
         the rate of 15%.


5        INCOME TAXES

         RER has not recorded a deferred tax benefit or expense for all prior
         periods through May 31, 2008, as all net deferred benefits have a full
         valuation allowance.

         Actual income tax expense applicable to earnings before discontinued
         operations and income taxes is reconciled with the "normally expected"
         Federal income tax for the nine months ended May 31, 2008 and 2007 as
         follows:

                                                       2008          2007
                                                     --------      --------

          "Normally expected" income tax benefit     $ 49,000      $ 25,000
          Valuation allowance                         (49,000)      (25,000)
                                                     --------      --------
               Actual income tax expense             $     --      $     --
                                                     ========      ========


         RER has available unused net operating loss carryforwards of
         approximately $356,000 which will expire in various periods from 2019
         to 2028, some of which may be limited as to the amount available on an
         annual basis.



                                       12
<PAGE>

6        STOCKHOLDERS' EQUITY

         In November 2007, the Company amended its charter to authorize issuance
         of up to 100,000,000 shares of common stock with a par value of
         $.00001. At May 31, 2008 and August 31, 2007, 16,448,731 and 13,907,027
         shares were issued and outstanding, respectively.

         At this same time, the Company was authorized to issue 10,000,000
         shares of its $0.00001 preferred stock. In December 2007 the Company
         issued 100,000 shares of its preferred stock for $1,000.

         During the quarter ended May 31, 2008, the Company entered into various
         consulting and financial services agreements as well as a new loan
         agreement. Included in these agreements was the payment of $85,000 in
         cash, of which $7,900 was paid during the quarter. In addition, an
         aggregate of 2,725,000 shares of the Company's common stock will be
         issued along with the granting of options to purchase 1,000,000 shares
         of the Company's common stock. The agreements cover periods ranging
         from 8.5 months to 16.5 months and the related fair value of the shares
         and options as well as the cash component, are being amortized over the
         life of the agreements. The Company has determined the total cost of
         the agreements to approximate $973,975. As of May 31, 2008, the
         un-amortized portion of these agreements amounts to approximately
         $878,083 and is included as a reduction of stockholders equity in the
         accompanying financial statements.


7        STOCK SUBSCRIPTION RECEIVABLE

         On August 16, 2007, the President and Chief Executive Officer of the
         Company purchased 4,100,000 shares of the Company's $0.00001 par value
         common shares for $0.02 per share. The Company received a cash payment
         of $410 and a note receivable in the amount of $81,590 for this
         purchase. The note bears interest at 5% per annum and payments of
         principal and interest are due on August 15, 2012. Payments of $10,400
         were received by the Company during the nine months ended May 31, 2008.


8        RELATED PARTY TRANSACTIONS

         The President and Chief Executive Officer of the Company made loans and
         advances to the Company since its inception. During fiscal 2005, the
         total amount of $6,560 was contributed to the capital of the Company.


9        CONTINGENCIES

         The executive office of the Company is currently provided, at no
         charge, by the chief executive officer of the Company. It is expected
         that this arrangement will continue until operations expand beyond the
         current level. Rent expense has not been and will not be a significant
         item.


                                       13
<PAGE>


ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

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

At the present time we have only nominal overhead costs. Our officers do not
receive any payroll and our offices and administrative assistance are now being
provided on a reimbursement basis. This situation will remain constant until
such time as we have sufficient capital to afford to pay salaries.

We completed the acquisition of our first property on August 25, 2005; a
condominium located in Brooklyn, New York, in exchange for $25,000 in cash and
1,900,000 shares of our common stock which was valued at $190,000. We have
received a deed to the property. This has been our only real estate transaction
to date. In March 2008, we entered into a rescission agreement, the result of
which was the cancellation of 1,900,000 common shares in exchange for the
condominium property. At the time of the exchange, the condominium was appraised
at a fair market value of $200,000 and we recorded a loss of $15,000 on the
transaction.

As a result of the current real estate environment in the United States, we are
currently limiting any potential acquisitions to Eastern European countries. If
necessary, broker services will be used to expedite a given transaction.

The Company was the successful bidder in United States Government auctions to
purchase certain oil and gas lease rights. The oil and gas leases currently
represent 3,475 acres of property located in Crook, Banner, Weston, Goshen,
Niobrara, Converse, Campbell, Freemont and Platt County Wyoming. The Company
also holds the lease for uranium rights on 3,201 acres in Laramie, Goshen-Platt
and Platt Counties Wyoming. The Company is negotiating with energy companies to
develop the potential resources that may be contained in these properties. The
Company has completed two transactions wherein the Company sold the lease rights
and retained a royalty interest. No exploration activities have yet taken place.

We prepaid $75,673 as estimated drilling and completion costs for a 25% working
interest in two wells in Washington County, Oklahoma during the quarter ended
May 31, 2008. Both wells are currently being completed. We have plans to
continue to participate in additional drilling prospects as funding becomes
available.

We have had only nominal revenues since inception. Our auditors have expressed
substantial doubt about our ability to continue as a going concern. Our current
assets at May 31, 2008, amounted to our cash balance of $340,633 plus prepaid
expenses of $700. Our ability to continue as a going concern is contingent upon
our ability to raise funds through private placements of our common stock and
obtaining loans until we establish sufficient business to support our operating
costs. During the nine-month period ended May 31, 2008, we collected $309,012
from the sale of our common stock, $140,000 in long-term debt, $10,400 from our
stock subscription receivable and $1,000 from the sale of preferred stock.


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<PAGE>

Our cash balance is higher now than previously, however, we anticipate requiring
substantial capital for investments in energy leases and oil and gas drilling
prospects and our operating costs have increased for consultants finding
prospects. There can be no assurance that we will be able to continue to find
sufficient funding to support our current business plan.


COMPARISON OF THREE MONTHS ENDED MAY 31, 2008 AND 2007

During the three-month period ended May 31, 2008 we had no revenues. During the
2007 period, we had revenues from lease sales of $3,082 with a cost of $799. We
expect to continue to have lease sales from time-to-time in the future, but
expect oil and gas production income to eventually become a more substantial
portion of our business.

During the three-month period ended May 31, 2008, selling, general and
administrative expenses, excluding non-cash compensation, amounted to $20,814 as
compared to $20,667 in the year earlier period. Non-cash compensation amounted
to $95,892 and is discussed in note 6 to the financial statements.

During the three-month period ended May 31, 2008, we also recognized a loss of
$15,000 on the rescission of our condominium property and recognized interest
expense of $3,500.

COMPARISON OF NINE MONTHS ENDED MAY 31, 2008 AND 2007

During the nine-month period ended May 31, 2008 we had revenues from lease sales
of $5,626 with a cost of $449. During the 2007 period, we had revenues from
lease sales of $3,082 with a cost of $799. We expect to continue to have lease
sales from time-to-time in the future, but expect oil and gas production income
to eventually become a more substantial portion of our business.

During the nine-month period ended May 31, 2008, selling, general and
administrative expenses, excluding non-cash compensation, amounted to $45,953 as
compared to $74,251 in the year earlier period. Non-cash compensation amounted
to $95,892 and is discussed in note 6 to the financial statements.

During the nine-month period ended May 31, 2008, we also recognized a loss of
$15,000 on the rescission of our condominium property and recognized interest
expense of $3,500.

OFF-BALANCE SHEET ARRANGEMENTS

None.


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ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK

Not applicable.


ITEM 4T: CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures. The Company's
         management is responsible for establishing and maintaining adequate
         internal control over financial reporting (as defined in Rule 13a-15(f)
         under the Securities Exchange Act of 1934, as amended). Management
         conducted an evaluation of the effectiveness of the Company's internal
         control over financial reporting based on the criteria set forth in
         Internal Control - Integrated Framework issued by the Committee of
         Sponsoring Organizations of the Treadway Commission (COSO). Based on
         this evaluation, management has concluded that the Company's internal
         control over financial reporting was effective as of May 31, 2008.

         This quarterly report does not include an attestation report of the
         company's registered public accounting firm regarding internal control
         over financial reporting. Management's report was not subject to
         attestation by the company's registered public accounting firm pursuant
         to temporary rules of the Securities and Exchange Commission that
         permit the company to provide only management's report in this
         quarterly report.

(b)      Changes in Internal Control over Financial Reporting. There were no
         changes in the Company's internal controls over financial reporting,
         known to the chief executive officer or the chief financial officer
         that occurred during the period covered by this report that has
         materially affected, or is reasonably likely to materially affect, the
         Company's internal control over financial reporting.


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<PAGE>


PART II - OTHER INFORMATION



ITEM 1:  LEGAL PROCEEDINGS

None

ITEM 1A: RISK FACTORS

Not applicable.

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

The Company sold 1,716,704 shares of its $0.00001 par value common stock during
the three months ended May 31, 2008, for $309,012 in cash. In addition, the
Company issued 2,725,000 shares of its common stock, valued at $888,975, for
various consulting and financial services agreements, as well as a new loan
agreement.

The shares issued were sold pursuant to an exemption from registration under
Section 4(2) promulgated under the Securities Act of 1933, as amended.

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES.

None

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

None

ITEM 5:  OTHER INFORMATION.

None

ITEM 6:  EXHIBITS


         Exhibit 31 Certification pursuant to 18 U.S.C. Section 1350 Section 302
                    of the Sarbanes-Oxley Act of 2002

         Exhibit 32 Certification pursuant to 18 U.S.C. Section 1350 Section 906
                    of the Sarbanes-Oxley Act of 2002



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                                    SIGNATURE

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


                                          ROYAL ENERGY RESOURCES, INC.

Date:  July 15, 2008


                                     By:  /s/ Jacob Roth
                                         -------------------------------------
                                          President, Chief Executive Officer and
                                          Chief Financial Officer