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

                                   FORM 10-KSB

(x)  ANNUAL  REPORT  UNDER  TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
     1934  (FEE  REQUIRED)
     For  the  fiscal  year  ended          October  31,  2001
                                               ------------------

(  ) TRANSACTION  REPORT  UNDER  TO  SECTION  13  OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934  (NO  FEE  REQUIRED)
     For  the  transaction  period  from               to

           Commission  File  number          0-31757
                                             -------

                            GLEN  MANOR  RESOURCES  INC.
                            ----------------------------
               (Exact  name  of  Company  as  specified  in  charter)

          Nevada                                             98-0233452
          ------                                             ----------
State or other jurisdiction of incorporation      (I.R.S. Employee I.D.No.)
or  organization

123  Paseo  de  la  Loma,  Upper  La  Floresta,
Ajijic,  Jalisco,  Mexico                                    45920
                                                             -----
(Address  of  principal  executive offices)               (Zip Code)

Issuer's  telephone  number,  including area code       011-52-376-766-0550
                                                      ---------------------

Securities  registered  pursuant  to  section  12  (b)  of  the  Act:

Title of each share               Name of each exchange on which registered
       None                                         None
----------------                            --------------------

Securities  registered  pursuant  to  Section  12  (g)  of  the  Act:

     None
     ----
(Title  of  Class)

Check  whether  the Issuer (1) filed all reports required to be filed by section
13  or  15  (d)  of the Exchange Act during the past 12 months (or for a shorter
period  that  the  Company  was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

          (1)   Yes  [X]     No  [  ]               (2)     Yes  [X]    No [   ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  the  Company's  knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [    ]

State  issuer's  revenues  for  its most recent fiscal year:     $           -0-
                                                                    ------------


                                      -1-
<PAGE>




State  the  aggregate  market value of the voting stock held by nonaffiliates of
the  Company.  The  aggregate market value shall be computed by reference to the
price  at  which the stock was sold, or the average bid and asked prices of such
stock,  as  of  a  specific  date  within  the  past  60  days.

As  at  October 31, 2001, the aggregate market value of the voting stock held by
nonaffiliates  is  undeterminable  and  is  considered  to  be  0.


   (THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of October 31, 2001, the Company has 11,783,220 shares of common stock issued
and  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Exhibits  incorporated  by  reference  are  referred  to  under  Part  1V


                                      -2-
<PAGE>





                                TABLE OF CONTENTS


                                     PART 1
                                     ------
                                                                         Page
                                                                         ----

<TABLE>
<CAPTION>

ITEM 1.     DESCRIPTION OF BUSINESS                                          4

<S>                <C>                                     <C>

ITEM 2.     DESCRIPTION OF PROPERTY                                         11

ITEM 3.     LEGAL PROCEEDINGS                                               12

ITEM 4.     SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS             13

                                        PART 11

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS        13


ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       13

ITEM 7.     FINANCIAL STATEMENTS                                            17


ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE                             17

                                       PARY 111

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
            PERSONS, COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE
            ACT                                                             18

ITEM 10.    EXECUTIVE COMPENSATION                                          21

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND
            MANAGEMENT                                                      22

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  23

                                       PART 1V

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K                                24

            SIGNATURES                                                   25-29
</TABLE>


                                      -3-
<PAGE>





                                     PART 1


                        ITEM 1.  DESCRIPTION OF BUSINESS


HISTORICAL  OVERVIEW  OF  THE  COMPANY

     The  Company  was  incorporated  on November 16, 1999 under the laws of the
State  of  Nevada.  The  Company has no subsidiaries or no affiliated companies.
The  Company  has  not  been  in bankruptcy, receivership or similar proceedings
since  its  inception.   The Company has not had any material reclassifications,
mergers,  consolidation  of  its  common  shares,  or  purchase  or  sale  of  a
significant  amount  of  assets  not  in  the  ordinary  course  of  business.

     The  Company's  offices  are  located  at  123  Paseo  de la Loma, Upper La
Floresta,  Ajijic,  Jalisco,  Mexico,  45920. (Telephone: 011-52-376-766-0550.).

     The Company's Articles of Incorporation currently provided that the Company
is  authorized  to  issue 200,000,000 shares of common stock with a par value of
$0.001  per  share.  As  at  October  31,  2001,  there  were  11,783,200 shares
outstanding.

     At the present time, the Company is engaged in the exploration of a mineral
claim.  No  ore  body has been discovered due to no exploration work having been
done  on  its  mineral  claim.   The  Company  is purely an exploration company.

     Management  anticipates  the  Company's  shares  might  be qualified on the
system of the National Association of Securities Dealers, Inc. ("NASD") known as
the  OTC  Bulletin  Board  (the  "OTCBB")  but  at  the present time there is no
guarantee  the  Company's  shares  will  be  qualified  for  a  quotation.

     Presently,  the Company owns one mineral property known as the 'Rust Pond -
Ghost  Pond'  claims; known also as the "Glen" claim.  It does not presently own
any  other  mineral properties.  The Company holds the rights to the minerals on
the  Rust  Pond  -  Ghost Pond property until June 25, 2002.  The land itself is
owned  by  the  Province of Newfoundland (known as the "Crown").  If the Company
does  not  undertake  an  exploration program ("assessment work") on the mineral
claim  on  or  before  June  25,  2002  in  the  amount  of  $1,100.

     The Company was unable to maintain its mineral claim in good standing as at
June  25,  2002  as  mentioned  above  and  the  rights  thereto  lapsed thereby
eliminating  any  further  interest  in  the  Rust Pond-Ghost Pond claims.   The
Company  has  not  identified any other mineral claims or assets for acquisition
and  hence  might cease to exist as a company unless a property or another asset
can  be  found.

     Before  the  expiry  of the Glen claim, the Company had no revenue from its
mineral  property.  During the last two years, the Company has the rights to the
minerals  on  the  Glen  claim but did not undertake any exploration activities.


                                      -4-
<PAGE>



     To  obtain future funding for the Company the directors and officers will
Have to  consider  advancing  funds  to  maintain  the  Company  in  good
standing.

     The  Company does not have any full time employees and the directors devote
such  time  as required to attend to the affairs of the Company.  If the Company
obtains  another  mineral property it will use the services of consultants since
the  directors  do  not  have  any  background  in  the  mining  industry.

     The  Company  has  not delivered any of its financial statements, since its
inception, to shareholders or held an Annual Meeting of Stockholders.  It is the
intention  of management to do so once it has the available funds to allow it to
print  and  distribute material to the shareholders.  The Company has filed with
the  Securities and Exchange Commission various forms such as 10-QSB and 10-KSB.

     The public may read and copy any material the Company files with the SEC at
the  SEC's  Public  Reference  Room at 450 Fifth Street, N.W., Washington, D.C.,
20549.  The  public  may  obtain  information  on  the  operation  of the Public
Reference  Room  by  calling  the  SEC  at  1-800-SEC-0330.  The  Company  is an
electronic filer and therefore the public can review the Company's filing on the
SEC  Internet site that contains reports, proxy, and information statements, and
other  information  regarding  the Company.  This information can be obtained by
accessing  the  SEC  website  address  at  http://www.sec.gov.

     The  Company  presently  does  not  have  an  Internet  address.

PLANNED  BUSINESS

     When  used in this discussion, the words "believe", "anticipate", "expects"
and  similar  expressions  are  intended to identify forward-looking statements.
Such  statements  are  subject  to  certain risks and uncertainties, which could
cause  actual  results  to  differ materially from those projected.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak  only  as  of  the  date  hereof.  The Company undertakes no obligation to
republish  revised forward-looking statements to reflect events or circumstances
after  the  date  hereof  or  to reflect the occurrence of unanticipated events.
Readers  are also urged to carefully review and consider the various disclosures
made  by  the Company that attempt to advise interested parties of factors which
affect the Company's business, in this report, as well as the Company's periodic
reports  on  Forms  10-KSB  and  10-QSB  filed  with the Securities and Exchange
Commission  ("SEC").

     The  Company's financial statements are stated in United States Dollars and
are  prepared  in  accordance  with  United States Generally Accepted Accounting
Principles.

RISK  FACTORS

     The  following  represents  a list of risk factors which must be taken into
consideration  when  evaluating  the  merits  of  the  Company.


                                      -5-
<PAGE>


1.     FUTURE  TRADING  IN  THE  COMPANY'S  STOCK MAY BE RESTRICTED BY THE SEC'S
       PENNY  STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY
       AND SELL THE  COMPANY'S  SHARES  WHEN,  AND  IF,  THE  SHARES  ARE
       EVENTUALLY  QUOTED.

     The  SEC has adopted regulations which generally define "penny stock" to be
any  equity  security  that  has a market price, as defined, less than $5.00 per
share  or  an  exercise  price  of less than $5.00 per share, subject to certain
exceptions.  The  Company's shares will initially, and may always be, covered by
the  penny  stock  rules, which impose additional sales practice requirements on
broker-dealers  who  sell  to  persons  other  than  established  customers  and
"accredited  investors."  The  term  "accredited  investor"  refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in  excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with  their  spouse.  The  penny stock rules require a broker-dealer, prior to a
transaction  in  a penny stock not otherwise exempt from the rules, to deliver a
standardized  risk  disclosure  document  in  a  form  prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny  stock  market.  The  broker-dealer  also  must  provide the customer with
current  bid  and  offer quotations for the penny stock, the compensation of the
broker-dealer  and  its  salesperson  in  the  transaction  and  monthly account
statements  showing  the market value of each penny stock held in the customer's
account.  The  bid  and  offer quotations, and the broker-dealer and salesperson
compensation  information,  must  be  given to the customer orally or in writing
prior  to effecting the transaction and must be given to the customer in writing
before  or with the customer's confirmation.  In addition, the penny stock rules
require  that  prior to a transaction in a penny stock not otherwise exempt from
these  rules,  the  broker-dealer must make a special written determination that
the  penny  stock  is  a  suitable  investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may  have  the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to broker-dealers to trade in the Company's
securities.  The Company believes that the penny stock rules discourage investor
interest in and limit the marketability of, its common stock when, and if, it is
called  for trading.  The Company feels that its shares will be considered to be
penny  stock  when  they  are  finally  quoted.

2.     BLUE  SKY  CONSIDERATIONS

     Because  the  common  shares  of  the  Company have not been registered for
resale  under  the  blue  sky  laws of any state, and the Company has no current
plans  to  register  or qualify its shares in any state, holders of these shares
and  future investors, if any, who desire to purchase them in any trading market
that  might develop in the future, should be aware that there may be significant
state  blue  sky  restrictions upon the ability of new investors to purchase the
securities.  These  restrictions  could reduce the size of any potential market.

3.     FUTURE  ISSUANCE  OF  STOCK  OPTIONS,  WARRANTS AND/OR RIGHTS WILL HAVE A
       DILUTING  FACTOR  ON  EXISTING  AND  FUTURE  SHAREHOLDERS

     The grant and exercise of stock options, warrants or rights to be issued in
the  future  would  likely  result  in  a dilution of the value of the Company's
common  shares.  Moreover,  the  Company  may seek authorization to increase the
number  of its authorized shares and to sell additional securities and/or rights
to purchase such securities at any time in the future.  Dilution of the value of
the  common  shares  would  likely  result  from  such  sales.


                                      -6-
<PAGE>



4.     CONCENTRATION  OF  OWNERSHIP  BY  MANAGEMENT.

     The  management  of  the  Company,  either  directly  or  indirectly,  owns
6,000,000  shares.  It  might  be  difficult  for any one shareholder to solicit
sufficient  votes  to  replace  the  existing  management.  Therefore, any given
shareholder  may  never  have  a  voice  in  the  direction  of  the  Company.

5.     THE  COMPANY'S  DIRECTORS AND OFFICERS ARE RESIDENT OUTSIDE OF THE UNITED
       STATES  AND  THEREFORE,  IT  MAY BE DIFFICULT FOR INVESTORS TO EFFECT
       SERVICE OF PROCESS

     Since  all of the directors and officers are resident outside of the United
States (the "US"), it may not be possible to effect service of process upon such
directors  and  officers.  All  or  a  substantial portion of the assets of such
directors  and  officers may be located outside of the US, and accordingly there
may  be difficulty or, increased costs involved, in enforcing judgments obtained
in US courts against such directors and officers.  Similarly, essentially all of
the Company's assets are located outside the US and there may be difficulties in
enforcing  judgments obtained in US courts against the Company.  Furthermore, it
would  be  difficult  for  investors  to commence an original action in Canadian
courts  to  enforce  liabilities based upon U.S. federal securities laws against
the  Company or any of the Company's directors and officers resident outside the
U.S.  because  it  is  outside  the  jurisdiction  of Canadian courts to enforce
liabilities  based  upon  U.S.  federal  securities  laws.

6.     TIME  SPENT  BY  DIRECTORS  AND  OFFICERS  ON  THE AFFAIRS OF THE COMPANY

     The  Officers and Directors of the Company will devote only a small portion
of  their  time  to  the  affairs  of  the Company, estimated to be no more than
approximately  10  hours  per  month.  Management  might  have  to  seek  out
professionals  in  the  mining  industry  to assist it in the exploration of its
mineral property.   There is no assurance that the services of such persons will
be  available  or that they can be obtained upon terms favorable to the Company.

7.     LACK  OF  MINERAL  EXPLORATION  EXPERIENCE  BY  MANAGEMENT

     The Company's management has not had direct experience in the management or
operation  of  any  business engaged in the mineral exploration industry.   This
lack  of  experience may make the Company more vulnerable than others to certain
risks, and it may also cause the Company to be more vulnerable to business risks
associated  with  errors  in  judgment  that  could  have been prevented by more
experienced management.  Management's lack of previous experience in the mineral
exploration  industry  could  have  a  material  adverse  effect  on  the future
operations  and  prospects  of  the  Company.

8.     THE  COMPANY  HAS  INCURRED  SUBSTANTIAL  LOSSES  SINCE  ITS  EXCEPTION
       DEVELOPMENT.

     The  Company  has  cumulative  net  loss  for  the date of its inception to
October  31,  2001 of $54,720.  To date, the Company has not been able to offset
these  losses  with any form of cash flow.   In the future, unless circumstances
change,  the  Company  will  find  it  difficult  to attract capital in order to
complete  its  proposed  exploration  plans  and  remain  as  a  going  concern.

9.     GOING  CONCERN  CONCEPT

     As  mentioned  under 8 above, the Company might cease to be a going concern
if  it  does  not  obtain  funding to meet its current debt obligations and have
funds  to  carry  on  in  the future.   The auditors have indicated this fact in
their  opinion  report  filed  with  the  Form  10-KSB as at October 31, 2001 as
follows:


                                      -7-
<PAGE>



"The  accompanying  financial  statements  have  been prepared assuming that the
Company  will  continue  as  a  going concern. The Company does not have the
necessary working capital to service its debt and for its planned activity,
which raises substantial doubt about its ability to continue as a going concern.
Management's  plans  in  regard  to these matters are described in Note 5. These
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty."

     The auditors are alerting readers of the financial statements that there is
substantial  doubt  as  to  whether  or  not the Company will survive as a going
concern  if  it  does  not  address  its  immediate  cash  flow  requirements.

10.     DIVIDEND  POLICY

     The  Company  has  not  paid  any cash dividends and there are presently no
plans  to  pay any such dividends in the foreseeable future. The declaration and
payment  of dividends in the future will be determined by the Board of Directors
in  light  of  conditions then existing, including earning, financial condition,
capital  requirements  and other factors.  There are no contractual restrictions
on  the  Company's  present  or  future  ability  to  pay  dividends.

11.     CONFLICT  OF  INTEREST

     Certain  of  the  directors of the Company also serve as directors of other
companies  involved  in  various  projects,  and  consequently  there exists the
possibility  for  such  directors  to be in a position of conflict. Any decision
made by such directors involving the Company will be made in accordance with the
duties  and  obligations  of directors to deal fairly and in good faith with the
Company  and such other companies. In addition, such directors must declare, and
refrain  from  voting on, any matter in which such directors may have a conflict
of  interest.  The  Company  believes  that  no  material  conflicts of interest
currently  exist.

12.     LIMITED  OPERATING  HISTORY

     The  Company  began  its  business  on November 16, 1999.  As a result, the
Company  has  had  a limited history of operations.  Accordingly, the Company is
subject  to  all  risks  inherent  in  a  developing  business  enterprise.  The
likelihood  of  success  of  the  Company  must  be  considered  in light of the
problems,  expenses,  difficulties,  complications,  and
delays  frequently  encountered in connection with a new business in general and
those  specific  to  the  mineral  exploration  industry and the competitive and
regulatory  environment  in which the Company will operate.  Since inception the
Company  has  never  been profitable and there can be no assurance the Company's
operations  will  ever  be  profitable.

13.     THE  COMPANY  IS  IN  THE  EXPLORATION  STAGE

     The  Company  is  in the business of exploring natural resource properties,
which  is  a  highly  speculative  endeavor.  The resource property in which the
Company  holds  an  interest  is  in the exploration stage only and is without a
known  body  of commercial ore.  There is no assurance the Company's exploration
activities  will  result  in  any  discoveries of commercial ore.  The long-term
profitability  of  the  Company's operations will be in part directly related to
the  cost  and  success  of its exploration activities.  If the Company fails to


                                      -8-
<PAGE>




discover  any  bodies  of  commercial  ore, the Company will have to raise funds
through  the  sale  of equity securities so that the Company can continue in the
business  of  exploring  natural  resource  properties.

14.     INDUSTRY  RISKS

     Mineral  exploration,  particularly  for  gold,  is  highly  speculative in
nature, frequently is nonproductive, and involves many risks, including, without
limitation,  unforeseen  geological formations, cave-ins, environmental concerns
and  personal  injury.  Such  risks  can  be considerable and may add unexpected
expenditures  or delays to the Company's plans.  Moreover, an extended period of
time may be needed to develop the Company's mineral property. Because the market
prices  of  any  minerals  produced  are  subject  to  fluctuation, the economic
feasibility  of production may change during this period of time of development.
Another  factor is that the Company will use the evaluation work of professional
geologists,  geophysicists, and engineers for estimates in determining   whether
to  commence  or  continue  extraction  work.  These estimates generally rely on
scientific  estimates  and economic assumptions, which in some instances may not
be  correct, and could result in the expenditure of substantial amounts of money
on  a  property before it can be determined whether or not the property contains
economically  recoverable  mineralization.  The Company is not able to determine
at  present  whether  or  not,  or the extent to which, such risks may adversely
affect  the  Company's  strategy  and business plans.  There can be no assurance
that  the  Company's  mineral  exploration  activities  will  be  successful  or
profitable.

15.     LACK  OF  PROVEN  RESERVES

     The  economic  viability  of  a mineral property cannot be determined until
extensive  exploration  and  development  have  been  conducted  and  a  more
comprehensive feasibility study performed.  To date the Company has not done any
sampling  of soils or rocks located on its mineral property.   Consequently, the
Company  has  been  unable to ascertain with certainty whether adequate minerals
reserves  sufficient  for  profitable
operations  exist.


16.     THE  COMPANY  MAY FAIL TO COMPLY WITH ALL OF THE FEDERAL, PROVINCIAL AND
        LOCAL  GOVERNMENT  REGULATIONS PERTAINING TO ITS BUSINESS OPERATIONS AND
        THEREBY BE  SUBJECT  TO  PENALTIES  OR  BE  PREVENTED FROM IMPLEMENTING
        IT BUSINESS PLAN

     There  can be no guarantee the Company will be able to obtain all necessary
permits  and  approvals  from various federal, provincial and local governmental
authorities  that  may be required in order to undertake exploration activity or
commence construction or operation of mine facilities on the Company's property.
If  the  Company  is  unable to obtain any of the necessary permits, the Company
will  not be able to conduct exploration activities on its resource property and
will  lose  the  opportunity  to  discover minerals.  The Company's inability to
conduct  exploration  activities  on  its  resource property may have a material
adverse  effect  on  the  Company's  business.

17.     THE  COMPANY'S  BUSINESS  IS SUBJECT TO ENVIRONMENTAL REGULATION AND THE
        COST  OF  COMPLIANCE  MAY  HAVE  A  MATERIAL  ADVERSE  EFFECT  ON  THE
        COMPANY'S PROFITABILITY

     Currently,  there  are  no environmental regulations that materially impact
the  Company  because exploration activities are at an early stage.  Reclamation
work,  that is, restoring the property to its original state, is minimal because
exploration  activities  have  virtually  no environmental impact.  Any remedial
environmental  reclamation  consists  of  slashing  underbrush  so that wildlife
movement  is  not hampered and basic re-seeding operations.  However, all phases


                                      -9-
<PAGE>



of  the  Company's operations will be subject to environmental regulation in the
jurisdiction  in  which it operates when the Company begins drilling operations.
Environmental  legislation provides for restrictions and prohibitions on spills,
releases or emissions of various substances produced in association with certain
mining  industry operations, such as seepage from tailings disposal areas, which
would  result  in  environmental  pollution.  In  addition,  certain  types  of
operations  require  the  submission  and  approval  of  environmental  impact
assessments.  Environmental  legislation  is  evolving  in a manner, which means
stricter  standards, and enforcement, fines and penalties for non-compliance are
more  stringent.  Environmental  assessments  of  proposed  projects  carry  a
heightened  degree  of  responsibility for companies and directors, officers and
employees.  The cost of compliance with changes in governmental regulation has a
potential to reduce the profitability of operations.  There is no assurance that
future  changes  in  environmental  regulation, if any, will not have an adverse
effect  on  the  Company's  operations.

18.     THE  PROPERTY  MAY  BE  SUBJECT TO ABORIGINAL PEOPLE'S LAND CLAIMS WHICH
        COULD  ADVERSELY  EFFECT  THE  COMPANY'S  EXPLORATION  ACTIVITIES

     The  Company's  property  may,  in  future,  be  the  subject of aboriginal
peoples'  land  claims.  The  legal  basis  of  a  land  claim  is  a  matter of
considerable  complexity  and  the  impact  of a land claim settlement cannot be
predicted  with  any  degree  of certainty, and no assurance can be given that a
broad  recognition  of  aboriginal  rights  by way of a negotiated settlement or
judicial  pronouncement  would  not  have  an  adverse  effect  on the Company's
activities,  including the loss of the ability to conduct further exploration on
the  Company's  property.

19.     THE  COMPANY'S  PROPERTY  MAY  BE  SUBJECT  TO  UNREGISTERED AGREEMENTS,
        TRANSFERS  OR  CLAIMS  AND TITLE MAY BE ADVERSELY AFFECTED BY UNDETECTED
        DEFECTS

     The property may be subject to unregistered agreements, transfers or claims
and  title may be adversely affected by undetected defects.  The Company has not
conducted  a survey of its property and therefore, the precise area and location
of  the  property  may  be  in  doubt.  There is no guarantee that title to such
property  will  not  be  challenged  or  impugned.

20.     COMPETITION  WITHIN  THE  MINING  INDUSTRY

Competition  within  the  mining industry is very competitive.  The Company will
have  to  compete  with  other  companies  who  are  better  known and have more
available  funds.  The  Company  might  find it difficult to obtain financing or
stake  properties  of  merit.

     The  Company  hopes to acquire mineral properties in other areas beside the
Province  of  Newfoundland  and  plans to enter into either purchase agreements,
staking  or  joint  venturing  in order to build up its inventory of properties.


                                      -10-
<PAGE>





                        ITEM 2. DESCRIPTION OF PROPERTIES


THE  GLEN  (RUST  POND  -  GHOST  POND)  CLAIM

a.     Location  of  the  Glen  (Rust  -Ghost)  property

     The  Company  retained  Timothy  Froude, Professional Geologist of Topsail,
Newfoundland,  to  summarize  the  geology  and mineral potential on its mineral
claims  near Roberts Arm, Newfoundland.  His report is dated March 2, 2000.  The
mineral  claims  were staked December 6, 1999 by Frank Renaudat on behalf of the
Company  and  named  "Glen"  claim.

     The property is located approximately 6.3 miles southeast of Springdale and
1.6  miles  south  of  Roberts Arm in north - central Newfoundland, N.T.S. 2E/5.
Access  to  the  property  is provided via the Beothuck Trail (Route 380), which
parallels the northwestern part of the property and by a well maintained logging
road  which  crosses  the  southwestern  part  of  the  property  via route 380.

     The  Glen  claim consists of 20 claims held under license 7624M and are, as
at  October  31,  2001,  100  percent  owned  by  Glen  Manor  Resources  Inc.

b.     History  of  work  on  the  Glen  claim

     The  Rust  Pond  -  Ghost  Pond  area, where the Glen claim is located, was
included  in  the  extensive  Brinex  concession  granted  by  the  Newfoundland
government  in  1955.  Initial  exploration  work  in  the  area  was undertaken
following  discovery  of sulphide  mineralization along road cuts of the Roberts
Arm highway in 1957.  Soon thereafter in 1959, a Brinex - New Jersey  Zinc joint
venture  resulted  in  discovery  of  numerous mineralized boulders in the Ghost
Pond  area,  as  well  as  a  small  showing,  dubbed the `Spruce Root Showing'.

     Subsequent  investigations  led  to  a  five-hole  diamond drill program by
Brinex  in  1961.  Three  holes  drilled  at  Round Pond failed to intersect any
significant  mineralization,  however,  one of the two holes at Rust Pond, 61-5,
was  highlighted  by  a  11.4 foot intersection of copper mineralization grading
1.73%  copper.  A  further  eight holes were drilled in 1962 of which most holes
intersected  significant  copper  mineralization.

     Other  joint  venture  agreements  with  Cominco  (1964-1969)  and  Noranda
Exploration  Company Limited, another large Canadian Mining Company, (1972-1973)
led  to  recent  exploration  programs  in the area that failed to delineate new
targets.  Later  in 1975, Texas Gulf, with joint venture partner Brinex, carried
out detailed geological, geochemical & geophysical surveys near Ghost Pond which
led  to  drilling  of  three  diamond drill  holes.  The best drill intersection
returned  values  of  1.13%  Zinc  over  4  feet,  the  results  were considered
disappointing  and  the  property  was  abandoned.

     In  1981-82,  Billington  Canada Ltd. optioned property including the Ghost
Pond-  Rust  Pond  area and proceeded with a program of line cutting, geological


                                      -11-
<PAGE>



mapping,  soil  sampling,  and  a geophysical program of VLF and IP. Most of
this work was carried out to the west of  the  Ghost  Pond-Rust  Pond  area.

     Following  geological  mapping as well as IP and VLF surveys over the Ghost
Pond  area  three  diamond  drill  holes were collared to test IP anomalies near
drilling earlier carried out by Texas Gulf. No significant results were obtained
and  the  property  was  dropped.

     The  area  would  be staked by a number of different parties in the ensuing
years  including  Noranda  Exploration  Company  Limited.  Noranda  initiated  a
regional  exploration program over a large area including the Glen claim in 1990
focusing primarily on systematic gold exploration.  No detailed work was carried
out  on  the  Ghost  Pond  -  Rust  Pond  area.

     The claims were dropped by 1993 and later re-staked by Grubstake Management
who  compiled  existing  data and completed limited field work on potential gold
targets in the area.  Discouraging results and lack of assessment credits on the
property  led  to  forfeiture  of  the  mineral  license  on  October  12, 1999.

c.     The  Company's  main  product

     The Company's main product when it acquires and exploration another mineral
claim  will be the mineral thereon.   At this time, the Company does not know if
the  minerals  will  be precious, being gold and silver, or commercial minerals.
There is a good chance the Company will never have a mineral property which will
produce  any  ore  of  commercial  value.

d.     The  Company's  exploration  facilities

     The  Company  will,  if  possible,  use tent facilities to house it workers
during  any  stage  of  exploration.  If  the  Company is fortunate enough to be
located  near  a  town  or  village  it  will  use the facilities offered there.

e.     Other  mineral  properties

     The Company has not identified any other mineral properties for staking and
therefore  has  only the Glen claim as at October 31, 2001.  It is the intention
of  management  to  identify other properties of merit in the future but to date
none  have  been  identified.

f.     Investment  policies

     The  Company  does  not have an investment policy at this time.  Any excess
funds  it  has  on hand will be deposited in interest bearing notes such as term
deposits  or  short  term money instruments.   There are no restrictions on what
the  directors  are  able  to  invest  any  idle or additional funds held by the
Company.



                            ITEM 3. LEGAL PROCEEDINGS


     There  are no legal proceedings to which the Company is a party or to which
its  property  is  subject,  nor  to  the best of management's knowledge are any
material  legal  proceedings  contemplated.


                                      -12-
<PAGE>




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

     No  matters  were submitted to a vote of shareholders of the Company during
the  fiscal  year  ended  October  31,  2001.

                                      PART II


        ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     During  the  past year there has been no established trading market for the
Company's  common  stock.  Since  its  inception,  the  Company has not paid any
dividends  on its common stock, and the Company does not anticipate that it will
pay  dividends  in the foreseeable future.   As at October 31, 2001, the Company
had  38  shareholders; three of these shareholders are officers and directors of
the  Company.



       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


OVERVIEW

     The  Company  is in the exploration stage and is seeking a quotation on the
OTCBB.  With  the  expiry  of  the Glen claim, the Company will have a difficult
time  seeking  a  quotation on the OTCBB or any other exchange in North America.

The Company has no revenue to date from the exploration of the Glen claim, and
its  ability  to affect its plans for the future will depend on the
availability of  financing.  The  Company anticipates obtaining such funds
from its directors and  officers, financial institutions or by way of the sale
of its capital stock in the future, but there can be no assurance that the
Company will be successful in  obtaining additional capital for exploration
activities from the sale of its capital stock or in otherwise raising any funds.


Liquidity  and  Capital  Resources
----------------------------------

As  at  October  31, 2001, the Company had $69 in assets, and $9,045 in accounts
payable  which  includes $2,070 due to related parties.  The breakdown of amount
owed  to  third  parties  is  as  follows:


                                      -13-
<PAGE>




<TABLE>
<CAPTION>



              CREDITOR                     AMOUNT
        -------------------------         -------
<S>                        <C>                <C>
       Auditors. . . . . . . . .  i        $2,000
       Accountant. . . . . . . .  ii        2,850
       Filing fees . . . . . . .  iii         608
       Office expenses . . . . .  iv          694
       Property payment. . . . .  v           800
       Transfer agent. . . . . .  vi           23
                                           ------
         Accounts payable                 $ 6,975
                                          =======
</TABLE>




(i)     The  Company  has accrued $500 for each of the Form 10-QSBs for July 31,
        2001  and $1,500 for the Form 10-KSB for the fiscal year ended October
        31, 2001.------------------------------------------------------

(ii)    Represents  accounting fees for the preparation of financial statements
        for  October  31,  2000,  January 31, April 30 and July 31 and October
        31, 2001. The  fee  charged  by  the  accountant  is  noted  on  page
        11.------

(iii)   Represents  charges for filing information on the Edgar system; mainly
        the  Form  10-KSB  and  10-QSB.  The  amounts shown are owed to the RCI
        Group in Washington,  DC  who  are  independent  Edgar  filers.

(iv)    Represents  unpaid  charges  for  fax,  photocopying  and  delivery.

(v)     These  funds were advanced to the Company by a third party and represent
        the payment to maintain the mineral claims in good standing until June
        25, 2002. Subsequent  the claims lapsed with the Company having no
        further interest in the Glen  claim.   The  Company  does  not  have
        any liability regarding the mineral claims.  The  amount  loaned  bears
        no  interest.

(v)     Represents  miscellaneous  charges  from  the  transfer  agent.

The  amount owed to directors has no fixed repayment term and bears no interest.
--------------------------------------------------------------------------------

There  has  been  no  change  in the Company's financial position since its last
fiscal  year.

Expenses  incurred  during  2001
--------------------------------

The  Company  has incurred certain expenses during the fiscal year ended October
31,  2001  as  follows:

<TABLE>
<CAPTION>



       EXPENDITURE                             AMOUNT
<S>                            <C>              <C>
       Accounting and audit. . . . .  i        $5,100
       Bank charges. . . . . . . . .              107
       Consulting. . . . . . . . . .  ii        1,000
       Edgar filings . . . . . . . .  iii         812
       Management fees . . . . . . .  iv        6,000
       Office expenses . . . . . . .  v           732
       Property maintenance. . . . .  vi          800
       Rent. . . . . . . . . . . . .  vii       3,600
       Telephone . . . . . . . . . .  viii      1,200
       Transfer agent's fees . . . .  ix        1,247
                                               ------
               Total expenses                 $20,598
                                              =======
</TABLE>

                                      -14-
<PAGE>



i.     The  Company accrues $500 in fees to its auditors, Sellers and Andersen
LLC  for  the  review of Form 10-QSB for the periods ended January 31, April
30,  and  July 31, 2001 and $1,500 for the auditors examination of the financial
statements attached to this Form 10-KSB.   In addition, the Company accrues $450
for  the  accountant  to  prepare  the  applicable  working  papers  and  other
information  to  be  submitted  to  the  auditors  for their review of the above
mentioned  Form  10-QSB  and  $750  for  the  Form  10-KSB.

ii.    This  expense  was  incurred  for  a  consultant  to  assist in the
preparation  of  the Form 10-SB filed with the SEC.   No accrual was made in the
prior  year  due  to  the  Company not receiving the invoice from the consultant
until  subsequent  to  the  previous  year-end.

iii.   The  Company  incurred fees for the Edgar filings from the RCI Group of
Washington, DC, for the Forms 10-QSB as at January 31 and April 30, 2001 and
for the  Form  10-KSB  as  at  October  31,  2000.

iv.    The  Company  does  not  compensate  its  directors for the service they
perform for  the  Company since, at the present time, it does not have adequate
funds  to  do  so.  Nevertheless,  management  realizes  that  it  should  give
recognition  to  the  services  performed  by  the  directors  and  officers and
therefore  has  accrued  $500  per  month.  This amount has been expensed in the
current  period with the offsetting credit being allocated to "Capital in Excess
of  Par  Value"  on the balance sheet.   The Company will not, in the future, be
responsible  for  paying  either  cash  or  settling this debt by way of shares.

v.     The Company incurs expenses for printing, photocopying, fax and delivery.

vi.    The  Company borrowed funds from a third party to maintain the Glen
claim  in  good  standing  for a year.  These funds were paid to the Province of
Newfoundland  and  the  claims  were  maintained  in  the  Company's  name.

vii.   The  Company  does  not  incur  any  rental  expense  since it used the
personal  residence  of its President.  Similar to management fees, rent expense
should  be  reflected  as  an  operating  expense.   Therefore,  the Company has
accrued  $300  as  an expense with an offsetting credit to "Capital in Excess of
Par  Value".

viii.  The  Company  does  not  have  its  own  telephone number but uses the
telephone  number  of  its  President.  Similar to management fees and rent, the
Company accrues an amount of $100 to represent the charges for telephone with an
offsetting  entry  to  "Capital  in  Excess  of  Par  Value".

ix.     Represents  the annual fee of $1,200 paid each year to the transfer
agent and  miscellaneous  share  issue  charges.

                                      -15-
<PAGE>



Estimated  funds  required  for  the  next  twelve  months
----------------------------------------------------------

     Management  estimates  that  the  following  funds will be required to
Meet expenses  for  the  next  twelve  months  and  to  pay  current
obligations:
<TABLE>
<CAPTION>



                                  Requirements    Current      Required
                                      for        Accounts     funds for
       Expenditures              twelve months    Payable   twelve months
---------------------  --------------  ---------  --------------
<S>                    <C>             <C>        <C>             <C>

Accounting and audit.    1        $   5,100     $  4,850       $   9,950
Filing fees . . . . .    2              760          608           1,368
Office. . . . . . . .    3              500          694           1,194
Property maintenance.    4                -          800             800
Transfer agent's fees    5            1,500           23           1,523
                                  ---------  --------------       ------

  Estimated expenses.             $   7,860     $  6,975       $  14,835
                             ==============    =========   ==============
</TABLE>




     Since the Company has not paid cash for management fee, telephone and rent,
no  consideration  has  been given to these expenses.  For the present time, the
Company  does  not anticipate paying cash for the above three mentioned expenses
since  it  does  not have the funds to do so.  If, and when funds are available,
the  Company  will  pay  third  party  creditors  first.

     Since  the  mineral  claim  lapsed  in  2002  without  being  re-staked  or
assessment  work  performed  on  it, no accrual of exploration expenses has been
made  in  the  above  noted  analysis  of  expenses.

     1.   Presently  the  Company  accrues $450 for its accountant and $500 for
     its auditors  to  review the Form 10-QSB.  For the Form 10-KSB, the Company
     accrues $750  for  its  accountant to prepare the required working papers
     and $1,500 for the auditors to examine the year-end financial statements
     and to render a report thereon.  During  the  current  period  no payments
     were made to the auditors or accountant.

     2.   In  the  future, the Company will be using an independent Edgar filer
     who will be charging $200 for the filing of its Form 10-KSB and $100 for
     each of its Forms  10-QSB.  Included in filing fees is an amount paid each
     year to the State of  Nevada for filing the List of Directors and Officers
     to maintain the Company in  good standing for the next twelve months.  The
     annual charge for filing this form  is  $260.

     3.   Management  has  estimated  a  charge  of  $500  to  cover  the  cost
     of typing,  fax  and  courier.

     4.   The mineral property was maintained in good standing until March 25,
     2002 by  an  advance  to  the  Company for a third party.   It was agreed
     no interest would  be  charged  on  the  amount  advanced and repayment
     would occur when the Company  had adequate funds.  Unfortunately, the
     property lapsed in 2002 and the Company  has  not  acquired  any  other
     mineral  property.

     5.   The  fee  charges  by  Nevada  Agency  & Trust Company, Reno, Nevada,
     for acting  as  transfer  agent  for  the Company is $1,200 annual.   The
     additional charge  of  $300  is  based  on  the  prior  periods  charges.

                                      -16-
<PAGE>




     The Company will require an injection of funds to meet the obligation noted
above  if it wishes to remain as a going concern.   The Company will either have
to  borrow  money  from its directors and officers, seek institutional financing
with  personal guarantees of its directors or consider a further issuance of its
capital  stock.  The  directors  have  not  addressed  the method to be adopted.

     The  Company  has  no  contractual  obligations  for either lease premises,
employment  agreements  or  work  commitments  on the Glen claim and has made no
commitments  to  acquire  any  asset  of  any  nature.

     At  present,  the  directors  devote  time to the affairs of the Company as
required.   There  are  no  plans  to  hire any new employees.  If required, the
Company  will  use  the  services  of  consultants  to undertaken any activities
normally  performed  by  employees.

Results  of  Operations
-----------------------

     Since  inception  the  Company has purchased the mineral rights to the Glen
claim  but has performed no exploration work on the claim.  During the year, the
Company  has  not  had  any  results  from  operations.

     The  directors do not know of any transaction which will result in a change
of  control.



                          ITEM 7.  FINANCIAL STATEMENTS


     The  financial  statements  of  the  Company  are  included  following  the
signature  page  to  this  Form  10-KSB.



      ITEM 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE


     From  inception  to date, the Company's principal accountant is Sellers and
Andersen L.L.C. of Salt Lake City, Utah.   The firm's report for the period from
inception to October 31, 2001 did not contain any adverse opinion or disclaimer,
nor  were  there  any  disagreements  between  management  and  the  Company's
accountants.

                                      -17-
<PAGE>



                                    PART 111


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT


     The following table sets forth as of October 31, 2001, the name, age, and
position of each of the executive officers and directors and the term of office
of  each director  of  the  Company.
<TABLE>
<CAPTION>



                                                                    Term as
                                                                   Director
       Name           Age                    Position Held           Since
---------------------------                 ----------------------   -----
<S>                                <C>       <C>                     <C>
  Michael G. Fisher . 43                President and Director        1999

  Qui Sung Poon       63                Secretary-Treasurer and
   . . . . . . . . .                        Director                  1999

  John L. Watson. . . 55                Director                      1999
</TABLE>


     Each  director  of  the Company serves for a term of one year and until his
successor  is  elected  at  the  Company's  annual  shareholders' meeting and is
qualified,  subject  to  removal  by  the Company's shareholders.   Each officer
serves,  at  the  pleasure of the board of directors, for a term of one year and
until  his  successor  is  elected at the annual general meeting of the board of
directors  and  is  qualified.

     Set  forth  below is certain biographical information regarding each of the
Company's  executive  officers  and  directors.

MICHAEL  G.  FISHER  is an executive with more than 20 years traditional and new
media  experience.  He  graduated with a Bachelor of Arts degree in English from
York  University  in Toronto.  After graduating, he took a position as Assistant
Managing  Editor  with  the  Northern  Daily News in Kirkland Lake, Ontario.  In
1983, he became a Staff Environment Reporter with the Sarnia Observer in Sarnia,
Ontario.  During  his  time  with  the  Observer,  he won the Thomson Newspapers
National Award, in 1987, for environmental investigation, and the Canadian Press
award,  Honorable Mention, for profile writing in 1988. In 1989, he moved to the
Calgary  Sun, where he was Staff Medical Editor and Columnist.  From 1999 to the
present,  he  has  been  President of Verbmedia, in Calgary, Alberta, which is a
consulting  firm for media and new media and he has also been the Vice President
of  Corporate Strategy and Communications of Exxecom in Toronto, Ontario.  He is
a  member  of  the  Periodical  Writers  Association  of Canada and the Canadian
Association  of  Journalists.

QUI  SUNG POON graduated from Quangzhou No. 7 Highschool in China in 1956.  From
1956  to  1961  he  attended  Quanan  Univeristy where he obtained a Bachelor of
Chemical  Engineering  degree  before  becoming  employed as a technician at the
Guangzhou  Usea  Factory.  In  1967  he  become  a  technician  at  Chorga  Usea
Manufacturing  Company  of  China and remained there until 1980 when he moved to
Canada.  He  became  general  manager  in 1980 for Canada Wing Holdings Ltd. - a
company specializing in the import/export of products from Asia Pacific group of
countries.   In  1991  he  became  Vice-President  of Canadian Connection Group,
which developed investment opportunities in China.  In 1991 be became a director
and  the  president  of Can-Chi/Can-Viet Group of Companies which specialized in
the  development  of  projects  in  China.   In  1995,  Mr.  Poon  became  the

                                      -18-
<PAGE>



Vice-President  of  Besron  Holdings  Limited,  a  company developing trade with
south-east  Asia.   In  1999,  he  became  president  of  his own company called
Emperor Pacific Holdings Ltd., which is in the process of developing projects in
Asia.

JOHN  WATSON  studied Business Administration at the University of Prince Edward
Island.  From  1974  to  1976, he was Manager of Finance and Administration with
Interdata  of  Canada  Limited.  In  1977,  he  moved to J. P. Stevens & Company
(Canada)  Limited  where he became the National Sales Manager in 1979.  While he
was  sales manager, the company increased sales 150% in two years, and increased
profit  margins  by  50%.   In  1981, he took a position with Standyne of Canada
Limited  where he became Manager of Distribution.  In 1984, he commenced working
for  Kwik-Kopy  Printing  Canada  Corporation as Vice President, Marketing.  The
company  was  a  franchisor  of  printing  and copy centers.  Mr. Watson was the
General  Manager  of  Chick'n  Deli Restaurants Limited from 1988 to 1990.  From
1990-1997,  he  was  Director of Franchise Sales of Anything Cycle Incorporated,
which  saw  an  increase  in  sales growth from 17 to 61 stores.  Mr. Watson has
operated  as  an  independent  contractor  from  1998 to the present, doing home
management  and  repairs.

     Although  Michael G. Fisher, Qui Sung Poon and John Watson do not work full
time  for  the  Company,  they plan to devote whatever time is required when the
opportunity  occurs.  The President of the Company spends approximately 10 hours
a  month  on  administrative  and  planning for the Company's future exploration
program  while the Secretary Treasurer works approximately 15 hours per month to
prepare corporate documents.  When the Company has identified a mineral property
of  merit, the President and Secretary Treasurer will find that their hours each
month  will  increase although they will be relying upon mining professionals to
undertake  the  exploration  program  on  behalf  of  the  Company.

     On  October  18,  2002,  Qui  Sung Poon resigned as Secretary Treasurer and
Director  of  the  Company and John Watson was appointed as Secretary Treasurer.

     There are no family relationships between the directors, executive officers
or  with  any  person  under  consideration  for  nomination  as  a  director or
appointment  as  an  executive  officer  of  the  Company.

     To  the  knowledge of management, during the past five years, no present or
former  director,  executive officer or person nominated to become a director or
an  executive  officer  of  the  Company:

(1)     filed  a  petition  under  the  federal  bankruptcy  laws  or  any state
        insolvency law, nor had a receiver, fiscal agent or similar officer
        appointed by the  court  for  the  business or property of such person,
        or any partnership in which  he  was  a general partner at or within two
        years before the time of such filings;

(2)     was  convicted  in  a  criminal proceeding or named subject of a pending
        criminal  proceeding  (excluding  traffic  violations and other minor
        offenses);

(3)     was  the  subject  of  any  order,  judgment or decree, not subsequently
        reversed,  suspended  or  vacated,  of  any  court  of  competent
        jurisdiction, permanently  or  temporarily  enjoining  him  from  or
        otherwise  limiting, the following  activities:

       (i)   acting  as  a futures commission merchant, introducing broker,
             commodity trading  advisor,  commodity  pool  operator, floor
             broker, leverage transaction merchant, associated  person  of  any
             of  the  foregoing,  or as an investment advisor, underwriter,
             broker or dealer in securities, or as an affiliate person,
             director or employee of any investment company, or engaging in or
             continuing any conduct or practice in connection with  such
             activity;

                                      -19-
<PAGE>



       (ii)  engaging  in  any  type  of  business  practice;  or

       (iii) engaging in any activities in connection with the purchase or sale
             of any  security  or  commodity  or  in connection with any
             violation of federal or state  securities  laws  or  federal
             commodities  laws;

(4)     was  the  subject of any  order, judgment, or decree, not subsequently
        reversed,  suspended, or  vacated,  of  any federal or state authority
        barring, suspending  or otherwise limiting for more than 60 days the
        right of such person to engage  in any activity described above under
        this Item, or to be associated with  persons  engaged  in  any  such
        activities;

(5)     was  found  by a court of competent jurisdiction in a civil action or by
        the  Securities  and  Exchange  Commission to have violated any federal
        or state securities  law,  and  the  judgment  in  such  civil  action
        or finding by the Securities  and  Exchange  Commission  has  not  been
        subsequently  reversed, suspended,  or  vacated.

(6)     was  found  by a court of competent jurisdiction in a civil action or by
        the  Commodity  Futures  Trading  Commission  to  have  violated  any
        federal commodities  law,  and  the  judgment  in  such  civil  action
        or finding by the Commodity  Futures  Trading  Commission  has  not
        been  subsequently  reversed, suspended  or  vacated.

               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

     The  Company  knows  of no director, officer, beneficial owner of more than
ten percent of any class of equity securities of the Company registered pursuant
to  Section  12 ("Reporting Person") that failed to file any reports required to
be  furnished  pursuant to Section 16(a).  Other than those disclosed below, the
Company  knows  of  no Reporting Person that failed to file the required reports
during  the  most  recent  fiscal  year.

     The  following  table  sets  forth  as  at  October  31, 2001, the name and
position  of  each  Reporting  Person  that failed to file on a timely basis any
reports  required pursuant to Section 16 (a) during the most recent fiscal year.

Name                         Position                     Report  to  be  Filed
----                         --------                     ---------------------

Michael  G.  Fisher          President  and Director                Form 3

Qui  Sung Poon               Secretary-Treasurer/Director           Form 3

John  Watson                 Director                               Form  3

                                      -20-
<PAGE>




                        ITEM 10.  EXECUTIVE COMPENSATION


CASH  COMPENSATION

     There was no cash compensation paid to any director or executive officer of
the  Company  during  the  fiscal  year  ended  October  31,  2001.

     The  following  table  sets  forth  compensation  paid  or  accrued  by the
Registrant  for  the  last  two  years  ended  October  31,  2001:

                   SUMMARY COMPENSATION TABLE (2000 AND 2001)

                                          Long  Term  Compensation  (US Dollars)
                                          --------------------------------------
                 Annual  Compensation     Awards                     Payouts
--------------------                      ------                     -------
<TABLE>
<CAPTION>



       (a)            (b)      (c)       (e)        (f)        (g)      (h)        (i)
                                        Other   Restricted                      All other
 Name and                              Annual     Stock     Options/    LTIP      compen-
 primcipal                              Comp.     awards      SAR      payouts    sation
 position            Year    Salary      ($)        ($)       (#)        ($)        ($)
--------------------  -------  -----------  ----------  --------  --------  ----  ----
<S>                           <C>          <C>         <C>       <C>       <C>   <C>
Michael Fisher.      2000     -0-        -0-        -0-       -0-       -0-          -0-
President, and.      2001     -0-        -0-        -0-       -0-       -0-          -0-
Director

Qui Sung Poon        2000     -0-        -0-        -0-       -0-       -0-          -0-
              . . . .2001     -0-        -0-        -0-       -0-       -0-          -0-
Secretary Treasurer
 and Director

John Watson . . . .  2000     -0-        -0-        -0-       -0-       -0-          -0-
Director. . . . .    2001     -0-        -0-        -0-       -0-       -0-          -0-
</TABLE>




BONUSES  AND  DEFERRED  COMPENSATION

None

COMPENSATION  PURSUANT  TO  PLANS

None

PENSION  TABLE

None

OTHER  COMPENSATION

None

                                      -21-
<PAGE>



COMPENSATION  OF  DIRECTORS

None

TERMINATION  OF  EMPLOYMENT

There  are  no  compensatory  plans  or  arrangements,  including payments to be
received  from  the  Company,  with  respect  to  any  person  named  in  Cash
Consideration  set  out  above  which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's  employment  with  the  Company  or  its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change  in  control  of  the  Company.



     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The  following table sets forth as at October 31, 2001, the name and address and
the  number  of shares of the Company's common stock, with a par value of $0.001
per  share, held of record or beneficially by each person who held of record, or
was  known  by  the  Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of  each  director  and  of  all  officers  and  directors  as  a  group.

<TABLE>
<CAPTION>



        Name and Address                              Amount
         of Beneficial              Nature of      of Beneficial       Percent
             Owner                Ownership(1)       Ownership        of Class
----------------------------------  ------------  --------------     ---------
<S>                                 <C>              <C>               <C>
       MICHAEL G. FISHER
       123 Paseo de la Loma
       Upper La Floresta, Ajijic
       Mexico, 45920 . . . . . . .  Direct             3,000,000        25.45%

       QUI SUNG POON
       1128 Odlum Drive
       Vancouver,British Columbia
       Canada, V5L 3L7. . . . . .   Direct             2,500,000        21.22%

       JOHN WATSON
       28 Hiawatha Parkway
       Port Credit, Ontario
       Canada, L5G 3S2 . . . . . .  Direct               500,000         4.24%

       Directors and officers
           as a group. . . . . . .                     6,000,000        50.92%
</TABLE>

                                      -22-
<PAGE>



(1)   All shares owned directly are owned beneficially and of record, and such
shareholder has sole voting, investment and dispositive power, unless
otherwise noted.



            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

Except  as  indicated  below,  there were no material transactions, or series of
similar  transactions,  since  inception  of  the Company and during its current
fiscal  period,  or  any  currently  proposed transactions, or series of similar
transactions,  to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security  holder  who  is  known by the Company to own of record or beneficially
more  than  5%  of any class of the Company's common stock, or any member of the
immediate  family  of  any  of  the  foregoing  persons,  has  an  interest.

INDEBTEDNESS  OF  MANAGEMENT

There  were  no  material transactions, or series of similar transactions, since
the  beginning  of  the  Company's  last  fiscal year, or any currently proposed
transactions,  or series of similar transactions, to which the Company was or is
to  be  a  part,  in which the amount involved exceeded $60,000 and in which any
director  or  executive  officer,  or  any  security  holder who is known to the
Company  to  own  of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing  persons,  has  an  interest.

TRANSACTIONS  WITH  PROMOTERS

The  Company does not have promoters and has no transactions with any promoters.

                                      -23-
<PAGE>


                                     PART IV


                          ITEM 13. EXHIBITS AND REPORTS


(a)  (1)    FINANCIAL  STATEMENTS.

The  following  financial  statements  are  included  in  this  report:

Title  of  Document                                                      Page
-------------------                                                      ----

Report  of  Sellers  and  Andersen  LLC,  Certified
     Public  Accountants                                                   30

Balance  Sheet  as  at  October  31,  2001                                 31

Statement  of  Operations  for  the  period  from  November  16,
     1999  (Date of      Inception)  to  October  31,  2001                32

Statement  in  Changes  in Stockholders' Equity for the period
     from November 16, 1999  (Date  of  Inception)  to  October
     31,  2001                                                             33

Statement  of  Cash  Flows  for  the  period  from  November  16,
     1999 (Date of      Inception)  to  October  31,  2001                 34

Notes  to  the  Financial  Statements                                      35

(a)  (2)   FINANCIAL  STATEMENT  SCHEDULES

The following financial statement schedules are included as part of
this report:

None.

(a)  (3)   EXHIBITS

The  exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference,  as  follows:

(1)    Articles of Incorporation  incorporated  herein  by  reference  to the
       Company's  Registration  Statement  on Form 10-SB filed on October 12,
       2000; and

(2)    By laws incorporated herein by reference to the Company's Registration
       Statement  on  Form  10-SB  filed  on  October  12,  2000.

                                      -24-
<PAGE>





                                   SIGNATURES


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


                            GLEN MANOR RESOURCES INC.

                                  (Registrant)



                           By:     /s/  "Michael Fisher"
                           ---     ---------------------
                                     Michael Fisher
                                  President and Director

     Date:  May 6, 2003

In accordance with the Exchange Act,  this  report  has  been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates  included:



                           By:     /s/  "Michael Fisher"
                          ---      ---------------------
                                     Michael Fisher
                                   President Director

    Date:  May 6, 2003


                            By:     /s/ "John Watson"
                            ---     -----------------
                                      John Watson
                           Secretary Treasurer and Director

    Date:  May 6, 2003

                                      -25-
<PAGE>



                            CERTIFICATION PURSUANT TO
                SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002

I,  Michael  Fisher,  certify  that:

1.     I have reviewed this annual report on form 10-KSB of Glen Manor
       Resources Inc.

2.     Based  on my knowledge, this annual report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the  statements  made, in light of the circumstances under which
       such statements were  made,  not misleading with respect to the period
       covered by this annual report.

3.     Based  on  my  knowledge, the financial statements, and other financial
       information  included  in  this annual report, fairly present in all
       material respects the financial condition, results of operations and
       cash flows of the registrant as of, and for, the  periods presented
       in this annual report.

4.     The  registrant's other certifying officer  and  I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules  13a-14  and  15d-14)  for  the
       registrant and  have:

   A)  designed such disclosure controls and procedures to ensure that
       Material information relating to the registrant is made known to us
       by others, particularly during the period in which this annual report
       is being prepared;

   B)  evaluated the effectiveness of the registrant's disclosure controls
       and procedures as of a date within 90 days prior to the filing date
       of this  annual  report  (the  "evaluation  date");  and

   C)  presented  in  this  annual  report  our conclusions about the
       effectiveness  of the disclosure controls and procedures based on our
       evaluation as  of  the  evaluation  date;

5.     The registrant's other certifying officer and I have disclosed,
       based on our most recent evaluation, to the registrant's auditors and
       the audit committee of registrant's board of directors (or  persons
       performing the equivalent functions):

   A)  all  significant  deficiencies  in  the  design  or  operation  of
       internal controls which could adversely  affect  the registrant's
       ability to record, process, summarize and report financial data and
       have identified for the registrant's auditors any material weaknesses
       in internal  controls;  and

   B)  any  fraud,  whether  or not material, that involves management or
       other employees who have a significant  role  in  the registrant's
       internal controls.

6.     The registrant's other certifying officer and I have indicated in this
       quarterly report whether  or  not  there  were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent
       evaluation, including any corrective actions  with  regard  to
       significant deficiencies  and  material  weaknesses.


Date:  May 6, 2003                  Michael Fisher, President and Director


                                      -26-
<PAGE>




                            PRESIDENT'S CERTIFICATION


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Glen Manor Resources Inc. on Form 10-KSB
for  the year ending October 31, 2001, as filed with the Securities and Exchange
Commission  on  the date hereof (the "Report"), I, Michael Fisher, President and
Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my  knowledge  and  belief:

       (1)   the  Report fully complies with the requirements of Section 13(a)
             or  15(d)  of  the  Securities  Exchange  Act  of  1934;  and

       (2)   the  information  contained in the Report fairly presents, in all
             material  respects,  the  financial  condition and results of
             operations of the Company.




                   /S/ Michael Fisher, President and Director

Date:  May 6, 2003

                                      -27-
<PAGE>



                            CERTIFICATION PURSUANT TO
                SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002

I,  John  Watson,  certify  that:

1.     I have reviewed this annual report on form 10-KSB of Glen Manor Resources
       Inc.

2.     Based  on my knowledge, this annual report does not contain any untrue
       statement  of a material fact or omit to state a material fact necessary
       to make the  statements  made, in light of the circumstances under which
       such statements were  made,  not misleading with respect to the period
       covered by this quarterly report.

3.     Based  on  my  knowledge,  the  financial statements, and other financial
       information  included  in  this annual report, fairly present in all
       material respects  the  financial  condition, results of operations and
       cash flows of the registrant  as  of,  and  for,  the  periods presented
       in this annual report.

4.     The  registrant's other certifying  officer  and  I are responsible for
       establishing  and  maintaining disclosure controls and procedures (as
       defined in Exchange  Act  Rules  13a-14  and  15d-14)  for  the
       registrant  and  have:

   A)  designed  such  disclosure  controls and procedures to ensure that
       material  information  relating to the registrant is made known to us
       by others, particularly during the period in which this annual report
       is being prepared;

   B)  evaluated  the  effectiveness  of  the  registrant's  disclosure
       controls and procedures as of a date within 90 days prior to the filing
       date of this  annual report  (the  "evaluation  date");  and

   C)  presented  in  this  annual  report  our conclusions about the
       effectiveness  of the disclosure controls and procedures based on our
       evaluation as  of  the  evaluation  date;

5.     The registrant's other certifying officer and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the
       audit committee of registrant's  board  of  directors  (or  persons
       performing  the equivalent functions):

   A)  all  significant  deficiencies  in  the  design  or  operation  of
       internal  controls  which  could  adversely  affect  the registrant's
       ability to record, process, summarize and report financial data and
       have identified for the registrant's auditors any material weaknesses
       in internal  controls;  and

   B)  any  fraud,  whether  or not material, that involves management or
       other employees who have a significant role in the registrant's
       internal controls.

6.     The registrant's other certifying officer and I have indicated in this
       quarterly report whether or not  there  were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions  with  regard  to  significant
       deficiencies  and  material  weaknesses.

Date: May 6, 2003          John Watson, Secretary Treasurer and Director


                                      -28-
<PAGE>



                       SECRETARY TREASURER'S CERTIFICATION


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Glen Manor Resources Inc. on Form 10-KSB
for  the year ending October 31, 2001, as filed with the Securities and Exchange
Commission  on  the  date  hereof  (the  "Report"),  I,  John  Watson, Secretary
Treasurer  and  Director  of the Company, certify, pursuant to 18 U.S.C. Section
1350,  as  adopted  pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002,
that,  to  the  best  of  my  knowledge  and  belief:

         (1)   the  Report fully complies with the requirements of Section 13(a)
               or  15(d)  of  the  Securities  Exchange  Act  of  1934;  and

         (2)   the  information  contained in the Report fairly presents, in all
               material  respects,  the  financial  condition and results of
               operations of the Company.




                /S/ John Watson, Secretary Treasurer and Director

Date:  May 6, 2003

                                      -29-
<PAGE>


SELLERS AND ANDERSEN L.L.C.              941  East  3300 South,  Suite  220
Certified  Public  Accountants  and
  Business Consultants Board                 Salt Lake  City,  Utah,  84106
Member  SEC  Practice  Section  of                   Telephone 801-486-0096
    The AICPA                                             Fax  801-486-0098

Board  of  Directors
Glen  Manor  Resources  Inc.
Vancouver  B.  C.  Canada

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Glen Manor Resources Inc.
(exploration stage company) at October 31,  2001,  and  the  statement  of
operations, stockholders' equity, and cash flows for the years ended October
31, 2001 and 2000 and the period November 16, 1999 (date of inception) to
October 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audit in accordance with  auditing standards generally
accepted in the United States of America.  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management
as  well  as evaluating  the overall financial statement presentation.
We believe that our audits provide a reasonable basis  for  our  opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Glen Manor Resources
Inc. at October 31, 2001, and the results of operations, and cash flows
for the years ended October 31, 2001 and 2000 and the period November 16,
1999 (date of inception) to October 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have the
necessary working capital to service its debt and for its planned
activity, which raises substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are
described in Note 5. These financial statements do not include any
adjustments that might result from the outcome of this  uncertainty.


Salt  Lake  City, Utah                         /s/  "Sellers and Andersen LLC"
May 5, 2003


                                      -30-
<PAGE>



                            GLEN MANOR RESOURCES INC.
                           (Exploration Stage Company)
                                  BALANCE SHEET
                                 October 31, 2001

<TABLE>
<CAPTION>



                                                          OCTOBER 31,
                                                             2001
                                                         -------------
<S>                                                      <C>                  <C>
ASSETS
------

CURRENT ASSETS

     Cash . . . . . . . . . . . . . . . . . . . . . . .  $         69
                                                         -------------

            Total Current Assets. . . . . . . . . . . .            69

MINERAL LEASE - Note 3. . . . . . . . . . . . . . . . .             -
                                                         -------------

                                                         $         69
                                                         =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

     Accounts payable                 . . . . . . . . .  $      6,975
     Accounts payable - related party . . . . . . . . . . . . . 2,070
                                                         -------------

         Total Current Liabilities. . . . . . . . . . .         9,045
                                                         -------------

STOCKHOLDERS' EQUITY

      Common stock
           200,000,000 shares authorized, at $0.001 par
           value; 11,783,220 shares issued and
           outstanding. . . . . . . . . . . . . . . . .        11,783

      Capital in excess of par value. . . . . . . . . .        33,961

      Deficit accumulated during the exploration
           stage. . . . . . . . . . . . . . . . . . . .       (54,720)
                                                         -------------

          Total Stockholders' Deficiency. . . . . . . .        (8,976)
                                                         -------------

                                                         $         69
                                                         =============
</TABLE>




    The accompanying notes are an integral part of these financial statements

                                      -31-
<PAGE>



                            GLEN MANOR RESOURCES INC.
                           (Exploration Stage Company)

                             STATEMENT OF OPERATIONS

                For the years ended October 31, 2001 and 2000 and
         the period November 16, 1999 (Date of Inception) to October 31, 2001

<TABLE>
<CAPTION>



                                    OCT 31,              OCT 31,      NOV 16, 1999 TO
                                     2001                 2000          OCT 31, 2001
                                  ---------          -----------      ----------------
<S>                         <C>                 <C>                 <C>
REVENUES . . . . . . . . .  $               -   $               -   $                -

EXPENSES . . . . . . . . .             20,598              34,122               54,720
                            ------------------  ------------------  --    -------------

NET LOSS . . . . . . . . .  $         (20,598)  $         (34,122)  $          (54,720)
                            ==================  ==================  ===   =============



NET LOSS PER COMMON SHARE

     Basic . . . . . . . .  $               -   $               -
                            ==================  ==================


AVERAGE OUTSTANDING SHARES

     Basic . . . . . . . .         11,783,220          11,783,220
                            ==================  ==================


</TABLE>






    The accompanying notes are an integral part of these financial statements

                                      -32-
<PAGE>



                            GLEN MANOR RESOURCES INC.
                           (Exploration Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                 For the period November 16, 1999 (Date of Inception)
                               to October 31, 2001


<TABLE>
<CAPTION>



                                                                       CAPITAL IN
                                                 COMMON   STOCK         EXCESS OF      ACCUMULATED
-                                                SHARES     AMOUNT      PAR VALUE        DEFICIT
                                               ---------- ----------    -----------      ---------
<S>                                            <C>         <C>               <C>           <C>
BALANCE NOVEMBER 16, 1999 (DATE OF INCEPTION)           -  $      -  $        -        $      -

Issuance of common shares for cash at
     $0.001 - November and December, 1999 . .   6,000,000     6,000           -               -

Issuance of common shares for cash at
     $0.002 - January 2000. . . . . . . . . .   5,750,000     5,750       5,750               -

Issuance of common shares for cash at
     $0.20 - January 2000 . . . . . . . . . .      33,220        33       6,611               -

Contribution to capital - related parties
     expenses - 2000            . . . . . . .           -         -      10,800               -

Net operating loss for the period
     November 16, 1999 to October 31, 2000. .           -                 -             (34,122)

Contribution to capital - related parties
     Expenses 2001                        . .           -         -      10,800               -

Net operating loss for the year ended
    October 31, 2001. . . . . . . . . . .           -                 -             -   (20,598)
                                           ----------  ----------------  ------------  ---------

BALANCE OCTOBER 31, 2001. . . . . . . .  . .  11,783,220  $  11,783  $   33,961        $(54,720)
                                              ==========  =========  ==========        =========
</TABLE>








    The accompanying notes are an integral part of these financial statements

                                      -33-
<PAGE>



                            GLEN MANOR RESOURCES INC.
                           (Exploration Stage Company)
                             STATEMENT OF CASH FLOWS

        For the years ended October 31, 2001 and 2000 and the period from
            November 16, 1999 (Date of Inception) to October 31, 2001

<TABLE>
<CAPTION>




                                                     OCT 31,        OCT 31,    NOV 16, 1999 TO
                                                      2001           2000         OCT 31, 2001
                                                  -------------  -------------  --------------
<S>                                               <C>            <C>            <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

    Net loss . . . . . . . . . . . . . . . . . .  $    (20,598)  $    (34,122)  $     (54,720)

    Adjustments to reconcile net loss to net
    cash provided by operating activities:

         Changes in accounts payable                     6,075          2,970           9,045
         Contributions to capital - expenses . .        10,800         10,800          21,600
                                                  -------------  -------------  --------------

             Net cash flow used       operations        (3,723)       (20,352)        (24,075)
                                                  -------------  -------------  --------------


CASH FLOWS FROM FINANCING
ACTIVITIES:

         Proceeds from issuance of common
         stock . . . . . . . . . . . . . . . . .             -         24,144          24,144
                                                  -------------  -------------  --------------

                                                             -         24,144          24,144
                                                  -------------  -------------  --------------

Net Change in Cash. . . . . . . . .                     (3,723)         3,792              69

Cash at Beginning of Period. . . . . . . . . . .         3,792              -               -
                                                  -------------  -------------  --------------

CASH AT END OF PERIOD. . . . . . . . . . . . . .  $         69   $      3,792   $          69
                                                  =============  =============  ==============
</TABLE>




Schedule  of  Non-Cash  Flows  for  Operating  Activities

Contributions to capital - related parties
          -  expenses - 2000 - 2001           $  10,800   $  10,800     $21,600
                                                 ======                  ======


    The accompanying notes are an integral part of these financial statements

                                      -34-
<PAGE>



                            GLEN MANOR RESOURCES INC.
                           (EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

                                October 31, 2001


1.   ORGANIZATION

The  Company  was incorporated under the laws of the State of Nevada on November
16,  1999  with  authorized  common  stock of 200,000,000 shares with $0.001 par
value.

The  Company  was  organized for the purpose of acquiring and developing mineral
properties.  At  the report date mineral claims, with unknown reserves, had been
acquired.   The  Company  has  not  established  the existence of a commercially
minable  ore  deposit and therefore has not reached the development stage and is
considered  to  be  in  the  exploration  stage  (see  Note  3).

Since  inception  the Company has completed Regulation D offerings of 11,783,220
shares  of  its  common  capital  stock  for  cash.


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

The  Company  recognizes  income  and  expenses  based  on the accrual method of
accounting.

Dividend  Policy
----------------

The  Company  has  not  yet  adopted  a  policy  regarding payment of dividends.

Income  Taxes
-------------

On  October  31,  2001,  the  Company  had a net operating loss carry forward of
$54,720.  The  tax  benefit  of  $16,416   from  the loss carry forward has been
fully offset by a valuation reserve because the use of the future tax benefit is
doubtful  since  the  Company  has  no  operations.

The loss carry forward will expire starting the year 2021 through 2022.

Basic  and  Diluted  Net  Income  (Loss)  Per  Share
----------------------------------------------------

Basic  net  income  (loss)  per share amounts are computed based on the weighted
average  number  of  shares actually outstanding.  Diluted net income (loss) per
share  amounts  are  computed using the weighted average number of common shares
and  common  equivalent  shares  outstanding as if shares had been issued on the
exercise  of the preferred share rights unless the exercise becomes antidilutive
and  then  only  the  basic  per  share  amounts  are  shown  in  the  report.

                                      -35-
<PAGE>



                            GLEN MANOR RESOURCES INC.
                           (EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                October 31, 2001



2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

Mining Claim Costs
------------------

Costs  of  acquisition, exploration, carrying, and retaining unproven properties
are  expensed  as incurred.

Environmental  Requirements
---------------------------

At  the  report  date  environmental  requirements related to the mineral leases
acquired  are  unknown  and  therefore  an estimate of any future cost cannot be
made.

Financial  Instruments
----------------------

The  carrying  amounts  of  financial  instruments  including  cash and accounts
payable  are  considered  by  management  to  be  their  estimated  fair values.

Estimates  and  Assumptions
---------------------------

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  the assets and liabilities, the
disclosure  of  contingent assets and liabilities, and the reported revenues and
expenses.  Actual  results  could  vary  from the estimates that were assumed in
preparing  these  financial  statements.

Financial and Concentrations Risk
---------------------------------

The  Company  does not have any concentration or related financial credit risk.

Revenue Recognition
-------------------

Revenue is recognized on the sale and delivery of a product or the completion of
Services provided.

Statement of Cash Flows
-----------------------

For the purpose of the statement of cash flows, the Company considers all highly
Liquid investments with a maturity of three months or less to be cash
equivalents

Recent  Accounting  Pronouncements
----------------------------------

The  Company  does  not  expect  that  the  adoption  of other recent accounting
pronouncements  will  have  a  material  impact  on  its  financial  statements.

                                      -36-
<PAGE>



                            GLEN MANOR RESOURCES INC.
                           (EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                October 31, 2001


3.     MINERAL  CLAIMS

The  Company  acquired 20 mineral  claims  known as the Rust Pond - Ghost Pond
claims  located  10km SE of  Springdale  and  2.5  km  South of Roberts Arm in
North-Central  Newfoundland.

The claims have not been proven to have a commercially minable ore reserve and
therefore all costs  of  exploration  and  retaining  the properties have been
expensed.

The claims expired on June 25, 2002 and the Company has not renewed them.


4.   SIGNIFICANT TRANSACTIONS WITH RELATED PARTY

Officers-directors have acquired 51% of the common stock of the Company
and have made demand, no interest loans of $2,070.


5.   GOING  CONCERN

The Company does not have the necessary working capital to service its debt
and for its planned activity, which raises substantial doubt about its
ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through
additional contributions to capital by officers, additional equity funding,
and long  term financing, which will enable the Company to operate in the
coming year.







                                      -37-
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