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

                                 FORM 10-KSB

(x)     ANNUAL  REPORT  UNDER SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
        (FEE  REQUIRED)
                           For the fiscal year ended          October  31,  2003
                                                              ------------------

(  )    TRANSACTION REPORT UNDER 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
            or  organization                               Identification No.)

5910 South University Blvd. C-18, Box 222
Greenwood, Colorado                                               80121
-----------------------------------------                         -----
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number, including area code                720-232-7296
                                                             -------------

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, 2003, 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 COMPANYS)

As of October 31, 2003, the Company has 15,783,220 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                                          9

ITEM 3. .  Legal Proceedings                                               10

ITEM 4. .  Submission of Matters to Vote of Securities Holders             10

PART II
--------

ITEM 5. .  Market for Common Equity and Related Stockholder Matters        10

ITEM 6. .  Management's Discussion and Analysis or Plan of Operations      10

ITEM 7. .  Financial Statements                                            13

ITEM 8     Changes in and Disagreements with Accountants on
.. . . . .  Accounting and Financial Disclosure                             13

ITEM 8A..  Controls and Procedures                                         14

PART III
----------

ITEM 9     Directors, Executive Officers, Promoters, and Control
  . . . .  Persons; Compliance with Section 16(a) of the Exchange Act      14

ITEM 10..  Executive Compensation                                          17

ITEM 11..  Security Ownership of Certain Beneficial Owners and Management  19

ITEM 12..  Certain Relationships and Related Transactions                  19

PART IV
---------

ITEM 13..  Exhibits and Reports on Form 8-K                                21

ITEM 14..  Principal Accountant Fees and Services                          22

           SIGNATURES                                                      24
</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 5910 South University Blvd, C-18, Box
222,  Greeenwood  Village,  Colorado,  80121.  (Telephone:  720-232-7296).

     The  Company's Articles of Incorporation currently provide 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,  2003,  there  were  15,783,200 shares
outstanding.

     The  Company  is  in  the  natural  resources  development  and acquisition
business.  The  Company was founded as a mining exploration Company with mineral
claims  in  the  Province  of  Newfoundland, Canada in a known gold and precious
metals producing area.  Due to lack of funds, the Company was unable to continue
the  mineral  exploration  process  and  has  now  focused  its attention on the
acquisition  of  income  producing  oil  and gas properties in the United States
which  the Company believes have a solid future and which will provide operating
funds  for  the  Company  as  it  progresses  in  its  development.  The Company
initially  acquired  a carried working interest in a producing property in Texas
and  is  exploring  the  acquisition of additional properties there and in other
areas.

      On  September  15,  2003,  the  Company  closed  on  the  purchase of a 2%
leasehold  working  interest  in a natural gas property in Texas, which is being
acquired  for  stock.  The  well  produces  monthly  income

     The Company was previously in the exploration of a mineral claim called the
Glen  Claim  located  in the Province of Newfoundland.  The Glen claim lapsed on
June  25,  2002, thereby eliminating any further interest in the Glen claim, and
the  Company  did  not  invest  in  any  other  mineral  claims.

     The Company's management changed during the year.  On May 19, 2003, Michael
Fisher  and  John Watson resigned as Directors of the Company, being replaced by
Albert  Folsom,  as President and Director.  On November 30, 2003, Albert Folsom
resigned  as  President  and appointed J. Dean Burden as President and CEO.  Mr.
Burden  was  also  appointed  as  a Director and Treasurer of the Company.   Mr.
Folsom  remained  as  Director  and  Secretary-Treasurer  of Glen Manor, and was
appointed  CFO  of  the  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.


                                      -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.

     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.

1.     THE  COMPANY  HAS  LIMITED  ASSETS

     The  Company  only asset, as at October 31, 2003, is a 2% leasehold working
interest  in  oil  and gas leases known as Arieo Pantel et ux and Gilberto Pena,
Jr.  et  ux  located  in  Goliad County, Texas with a depth restriction of 2,700
feet.  Presently  the  revenue  derived  from  this  oil and gas interest is not
sufficient  to  maintain  the  Company  over  the  long  period.


                                      -5-
<PAGE>



2.     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.

3.     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.

4.     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>



5.     CONCENTRATION  OF  OWNERSHIP  BY  MANAGEMENT.

     The  management  of  the  Company,  either  directly  or  indirectly,  owns
10,000,000  shares.  It  would  be impossible 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.

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

     Since  one  of  the directors is resident outside of the United States (the
"US"),  being  a resident in Canada, it may not be possible to effect service of
process  upon this director.  All or a substantial portion of the assets of this
director  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 this director.  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 and the Canadian director
because it is outside the jurisdiction of Canadian courts to enforce liabilities
based  upon  U.S.  federal  securities  laws.

7.     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  percent  of  the work week for Mr. Folsom and 50% of the work
week  for  Jerrold  Burden.

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,  2003 of $83,337.  To date, the Company has not been able to offset
these  losses  with  any  form of substantial cash flow.   In the future, unless
circumstances  change, the Company might 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, 2003 as
follows:

"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 the notes to the
financial  statements. 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.


                                      -7-
<PAGE>



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.    COMPETITION

     The  exploration  of  oil  and  natural  gas  is  an  intensely competitive
industry.  The sale of interests in oil and gas projects, like those the Company
plans to acquire, is also very competitive.  The Company is competing with other
oil  and  natural  gas producers, as well as with other entities which invest in
oil and gas for their own account or for others, and many of these companies are
substantially  larger than the Company, having larger staffs, larger budgets and
more  experience.

14.    MARKETS

     Market  factors  affect  the  quantities  of oil and gas production and the
price  the  Company  can  obtain for the production from its oil and natural gas
properties.  Such factors include:  the extent of domestic production; the level
of imports of foreign oil and natural gas; the general level of market demand on
a  regional,  national  and  worldwide  basis;  domestic  and  foreign  economic
conditions  that  determine levels of industrial production; political events in
foreign  oil-producing  regions;  and  variations  in  governmental  regulations
including  environmental, energy conservation, and tax laws or the imposition of
new  regulatory  requirements  upon  the  oil  and  natural  gas  industry.


                                      -8-
<PAGE>



15.    REGULATION

     Federal  and  state  laws  and  regulations  affect,  to  some  degree, the
production,  transportation,  and sale of oil and natural gas from the Company's
operations.  The  states  in which the Company operates or plans to operate have
statutory  provisions regulating the production and sale of oil and natural gas,
including  provisions  regarding deliverability.  These statutes, along with the
regulations  interpreting  the statutes, generally are intended to prevent waste
of  oil  and  natural  gas, and to protect correlative rights to produce oil and
natural  gas produced by assigning allowable rates of production to each well or
pro-ration  unit.

     The exploration, development, production, and processing of oil and natural
gas are subject to various federal and state laws and regulations to protect the
environment.  Various  federal and state agencies are considering, and some have
adopted,  other laws and regulations regarding environmental controls that could
increase  the  cost  of doing business.  These laws and regulations may require:
the  acquisition  of  a  permit  by  operators  before  drilling  commences; the
prohibition  of  drilling  activities  on  certain lands lying within wilderness
areas  or  where pollution arises; and the imposition of substantial liabilities
for  pollution  resulting  from  drilling operations, particularly operations in
offshore  waters or on submerged lands.  The cost of oil and gas development and
production  also  may  increase  because  of  the  cost  of compliance with such
regulations,  together  with any penalties resulting from failing to comply with
the legislation and regulations.  Ultimately, the Company may bear some of these
costs.

     Presently,  the  Company  does not anticipate that compliance with federal,
state and local environmental regulations will have an adverse effect on capital
expenditures, earnings, or its competitive position in the oil and gas industry;
however,  changes  in  the  laws,  rules,  or regulations, or the interpretation
thereof,  could  have  a  material  adverse  effect  on  the Company's financial
condition  or  results  of  operation.


                        ITEM 2. DESCRIPTION OF PROPERTIES


     Subsequent  to  a  change in management in 2003, the Company acquired a Two
Percent  (2%) leasehold working interest in a gas well located in Goliad County,
Texas,  named  the  Pantell Lease, from Energy Royalty Investments LLC of Corpus
Christy  Texas.  The  working leasehold interest was evaluated by Falcon-Meramec
Geologists  and  Engineers,  two  oil  and  gas  engineers,  located  in Denver,
Coloraldo,  who  valued the acquisition at $25,000.00 U.S. dollars.  This report
is  dated  September  9,  2003.  The  Company  issued  4,000,000 common stock to
acquire this revenue interest in the property.  The property is producing income
at  the  rate  of  $575.00  to  $750.00  per  month  since  acquisition.

     The Company's plan of operation is to obtain funding to secure more working
interests and oil and gas interests for the Company and management has conducted
talks with several oil and gas related private funding groups who have expressed
an interest in providing such funding.  In pursuit of that goal, the Company has
secured an option on oil and gas production interests in Texas, which is part of
the  same  gas  royalty  interest  already purchased. In the Letter of Agreement
dated  December  4, 2003, Randall V. Wheat of Energy Royalty Investments LLC and


                                      -9-
<PAGE>



Joseph  Shunta  of  Hybrid Energy Inc. agree to give to the Company an option to
purchase  a combined Working Interest of 52% in the Pantel Gas Unit #1 in Goliad
County,  Texas.  The  Working  Interest  is limited to the Well Bore Only and is
Depth  Restricted  to  3200  feet.  Current  production levels have been ranging
between  200mcf  and  250mcf  per  day.  Engineers  have  determined  that these
production  levels should remain steady for the next several years.  The oil and
gas  mineral  leases  associated  with  this property have been recorded and are
official  public  record  at  the  Goliad  County  Courthouse  in  Texas.  This
non-exclusive  option  is  valid  for  180 days from December 15, 2003 by Energy
Royalty  Investments,  LLC  and Hybrid Energy Inc.  The purchase for the Working
Interest  is  $550,000  and is payable upon closing.  The Company hopes to raise
the  acquisition money through a private placement of equity and debt.  This 52%
working  interest would produce income of between $14,950 and $19,500 per month.


                            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.


          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,  2003.



                                      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, 2003, the Company
had 37 shareholders; one of these shareholders is an officer and director of the
Company.

     During the prior year the Company issued 4,000,000 common shares for
certain oil and gas interests more fully described under Item 2-Description of
Property noted above.



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


OVERVIEW

     The  Company  is  seeking a quotation on the OTCBB.  With limited assets at
the  present  time, the Company might find it difficult to obtain a quotation on
the  OTCBB.  Nevertheless,  management  has  entered into an option agreement to
acquire  other  oil  and  gas  interests.


                                      -10-
<PAGE>



     The Company has no revenue  to  date,  and has a small revenue starting in
November  from  the 2% working interest, 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  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,  2003, the Company had assets of $17,500 and $4,155 in
accounts  payable.  The  asset is an oil and gas lease, and the accounts payable
comprises  $4,155  due  to  a  related  party.

Expenses  incurred  during  2003

     The  Company  has  incurred  certain  expenses during the fiscal year ended
October  31,  2003  as  follows:

<TABLE>
<CAPTION>




EXPENDITURE                             AMOUNT
<S>                            <C>      <C>
Accounting and audit. . . . .  i     $   3,750
Edgar filings . . . . . . . .  ii          575
Exploration expenses. . . . .              560
Management fees . . . . . . .  iii       1,500
Office expenses . . . . . . .              638
Rent. . . . . . . . . . . . .  iv          900
Telephone . . . . . . . . . .  v           300
Transfer agent's fees . . . .  vi        1,992
                                        ------
               Total expenses         $ 10,215
                                       =======
</TABLE>




i.     The  Company  paid  $1,750 in fees to its auditors, Sellers and Andersen,
       for the review of Form 10-QSB for the periods ended  April 30, and July
       31, 2003 and $2,000 for the auditors' examination of the financial
       statements attached to this Form 10-KSB.

ii.    The Company paid $575 in Edgar filing fees for two Form 10-QSB's as at
       April  30  and  July  31,  2003.

iii.   In  the  past,  the  Company  did  not compensate its directors for the
       service  they  perform  for  the Company since the Company did 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 a total of $1,500 for the year.
       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.

iv.    The Company does not incur any rental expense since it used the personal
       residence of its President.  Similar to management fees, rent expense


                                      -11-
<PAGE>



       should be reflected as an operating expense.  Therefore, the Company has
       accrued a total of $900 for the year as an expense with an offsetting
       credit to "Capital in Excess of Par Value".

v.     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  a  total  amount  of  $300  for  the  year to represent
       the charges for telephone  with  an  offsetting  entry  to  "Capital  in
       Excess  of Par Value".

vi.    Represents the annual fee of $1,200 paid each year to the transfer agent
       for  registration  fees,  plus  stock  transfer  and  miscellaneous
       charges and interest  accrued  on  unpaid  balance.

Estimates  expenses  over  12  months  and  required  funds:

     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
                                        For
Expenditures                        Twelve Months
----------------------  --------------
<S>                     <C>             <C>
Accounting and audit .           1  $   6,000
Filing fees. . . . . .           2      1,810
Office . . . . . . . .           3        500
Transfer agent's fees.           4      1,200
                                       ------

    Estimated expenses              $   9,510
                                      =======
</TABLE>




Since  the  Company  has not paid cash in the past 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.

1.     The  Company  is  contemplating  paying  $1,000  for  its  independent
       accountants  to review the  Form  10-QSBs for each of  the periods ended
       January 31, April 30 and July 31, 2004.  For the Form 10-KSB, the Company
       projects that it will pay approximately $3,000 for its independent
       accountants to examine the year-end financial statements  and  to  report
       thereon.

2.     The  Company  is using and independent Edgar filer who will file its Form
       10-KSB and each of its Forms 10-QSB.  It is estimated that this expense
       will be approximately $1,500 during the next twelve months.  In addition,
       the Company will incur a cost for filing the Annual List of Directors and
       Officers to the State of Nevada to maintain the Company in good standing
       for the next twelve months.  The annual fee for filing this form is $310.

3.     Based  on prior years, management has estimated a charge of $500 to cover
       the  cost  of photocopying,  fax  and  courier.

4.     The  fee  charged  by  Nevada  Agency  & Trust Company, Reno, Nevada, for
       acting  as transfer  agent  for  the  Company  is  $1,200  annually.


                                      -12-
<PAGE>



     The  Company plans to bring in oil and gas revenues of $8,000 annually from
its 2% leasehold interest. If the acquisition of further oil and gas assets does
not occur the Company will require further funds to meet its future obligations.
If  no  private  placement  funding  occurs,  the  Company  will  rely  on  the
contributions and loans from officers, directors and /or shareholders to pay its
ongoing  costs  of  operations.

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

     During  the  year,  the  Company  has  not had any results from operations.

     The  Company  has  no  contractual obligations for either lease premises or
employment  agreements  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.


                          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


On  February  5,  2004,  the  Company  dismissed  Sellers & Andersen, LLC as the
independent  accountants.   This  action  was  approved  by the directors of the
Company.  The  Company  appointed  Madsen  &  Associates,  CPA's  Inc.  as  the
independent  accountants.

The reports of Sellers & Andersen LLC for the financial statements as at October
31,  2002  and  through  the  subsequent interim periods ended February 5, 2004,
contained  no adverse opinion or disclaimers of opinion and were not modified or
qualified  as  to  audit  scope  or  accounting  principles,  but  did  contain
modifications  as  to  the  Company's  ability  to  continue as a going concern.

During  the  fiscal  year  ended  October  31,  2002, and through the subsequent
interim  period  ended February 5, 2004, to the best of the Company's knowledge,
there  have been no disagreements with Sellers & Andersen, LLC on any matters of
accounting  principles  or  practices,  financial statement disclosure, or audit
scope  or  procedures, which disagreement if not resolved to the satisfaction of
Sellers  &  Andersen, LLC would have caused them to make reference in connection
with  its  report  on  the  financial  statements of the Company for such years.

During  the  fiscal  year ended October 31, 2002, and through subsequent interim
period  ended  February  5,  2004,  Sellers  &  Andersen, LLC did not advise the
Company  on  any  matters set forth in Item 304 (a)(1)(iv)(B) of Regulation S-B.


                                      -13-
<PAGE>



For  the  financial  statements  for the fiscal years ended October 31, 2002 and
2001,  the  Company  has  not  consulted  with  Madsen  &  Associates CPA's Inc.
regarding  (i)  the  application  of  accounting  principles  to  a  specific
transaction,  either  completed  or  proposed, or the type of audit opinion that
might  be  rendered on the Company's financial statements, and no written report
or  oral advice was provided to the Company by concluding there was an important
factor  to  be  considered  by  the  Company  in  reaching  a  decision as to an
accounting,  auditing  or financial reporting issue; or (ii) any matter that was
either  the  subject  of  a  disagreement,  as  that term is defined in Item 304
(a)(1)(iv)(A) of Regulation S-B or an event, as that term is defined in Item 304
(a)(1)(iv)(B)  of  Regulation  S-B.


                        ITEM 8A. CONTROLS AND PROCEDURES


(a)     Evaluation  of  Disclosure  Controls  and  Procedures
        -----------------------------------------------------

The  Company's  Chief  Executive  Officer  and  Chief  Financial  Officer, after
evaluating  the  effectiveness  of  the  Company's  controls  and procedures (as
defined  in the Securities Act of 1934 Rule 13a 14(c) and 15d 14 (c) of the date
within  90  days  of  the  filing  of  this  annual  report  on Form 10-KSB (the
"Evaluation Date"), have concluded that as of the Evaluation Date, the Company's
disclosure  controls  and  procedures were adequate and effective to ensure that
material  information  relating  to  it  would  be  made  known to it by others,
particularly during the period in which this quarterly report on Form 10-KSB was
being  made.

(b)     Changes  in  Internal  Controls
        -------------------------------

There were no significant changes in the Company's internal controls or in other
factors  that  could  significantly affect the Company's disclosure controls and
procedures  subsequent  to the Evaluation Date, nor any significant deficiencies
or  material  weaknesses  in  such  disclosure controls and procedures requiring
corrective  actions.

                                    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, 2003, 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>

  J. Dean Burden          51              Chief Executive Officer, President         2003
                                                     and Director

  Albert Folsom.          60                   Chief Financial Officer               2003
                                                Secretary and Director
</TABLE>


                                      -14-
<PAGE>



     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.

     JERROLD DEAN BURDEN is serving as an officer and director of the Company in
the  capacity of President, CEO and Director since November 2003.  Mr. Burden is
chiefly  responsible for the reorganization of the Company to move it forward in
compliance  with  S.E.C.  regulations  for  reporting  companies.

     From  1979-1982  Mr. Burden served as executive vice president and director
of  Tri-Star  Oil  and  Gas  Inc.,  a  Denver  based  corporation engaged in the
development  of shallow offset production, primarily in Oklahoma and Kansas.  In
this  capacity  Mr.  Burden  was  responsible for lease acquisition and oilfield
equipment  rental.  During  this  time  Mr. Burden also served as an officer and
director  of  Western  National  Rig and Supply Company, based in Oklahoma City,
Oklahoma.  Western  National was a company who contracted drilling shallow wells
in  Stephans  County  Oklahoma  and  surrounding  areas.

     From  1983-1987  he  served  as  founder and president of Dean Resources, a
Colorado  corporation  engaged in the business of oil and gas lease development.
Primary  lease,  property  acquisitions  and  operations  of the company were in
Kansas,  Oklahoma,  Colorado,  Texas  and  Wyoming.

     In  1988  to  1993 Mr. Burden has been closely associated with the mortgage
lending  business  and  real  estate  business.  During  this  time  he  founded
Centennial  Banc  Share  Corp.,  a Colorado corporation engaged in all phases of
mortgage  lending.  The company maintained a $5,000,000 warehouse line of credit
and  funded its own loans.  The company was F.H.A. approved and funded all types
of  loans  ranging  from prime "A" rated paper to sub-prime B and C grade notes.
The  Company  was  an approved lender with dozens of banks such as Country Wide,
Flag  Star  Bank,  Fleet  Mortgage,  Carl  I.  Brown  among  others.

     Mr. Burden sold his interest in Centennial Banc Share Corp. in 2000.  Since
that  time he has been involved in community projects, fund raising and selected
investment  opportunities  in  real  estate and non-real estate.  Mr. Burden has
been  a  previous  director  of  the  Southeast  Denver-Douglas  County Economic
Council,  and  the  American  Mortgage  Lenders  Association.

     Mr.  Burden was honorably discharged from military service in 1974.  He has
attended  Western  State College in Colorado with major studies in economics and
business.

     ALBERT FOLSOM is serving as an officer and director of Glen Manor Resources
Inc.  in  the capacity of Secretary and director since May 2003.  In November of
2003,  he  resigned  as  President  of  the  Company  to  allow Mr. Burden to be
appointed  President.

     From  1989  to  the  present  Mr.  Folsom has served as a director of Amtel
Communications  Inc.  of  which  he  was  the  president until 1999.  Amtel is a
private  company  that  initially  financed  "The  Last  Word", an advertisement
display device that Mr. Folsom invented.  In June of 1994, Mr. Folsom formed and


                                      -15-
<PAGE>



served  as  President  and  Director  of  Purchase  Point  Media  Corp. a Nevada
Corporation  that  merged with PPMC a Public Minnesota Company and now serves as
its  President  and  Director.  In  1983  he  amalgamated several companies that
became  Aricana  Resources.  He served as President and Director of Aricana from
1983  to  1988  while  directing  Aricana's  activities  in  medical  research,
development  and marketing of medicinal products.  While with Aricana he started
a  publishing  company  for  medicinal  products and founded The American Health
Research Association, a not-for-profit corporation.  From 1980 to 1982 he served
as  President and Director of Alanda Energy Corp., an oil and gas company.  From
1963 to 1980 he served as a director and Senior Officer of a number of companies
including  Computer  Parking  Systems,  Resource  Funding  and  an  Electrical
Contracting  Company.  After serving in the US Navy (1956 to 1960) he was a real
estate  salesman  in  southern  California.

Mr.  Burden  devotes  approximately  50%  of his time to the Company. Mr. Folsom
devotes  approximately  10%  of  his  time  to  the  activities  of the Company.

     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;

     (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


                                      -16-
<PAGE>



        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).  The  Company knows of no Reporting
Person  that  failed  to file the required reports during the most recent fiscal
year  other  than  as  mentioned  below.

     The  following  table  sets  forth  as  at  October  31, 2003, 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 and Date
----                        --------                 ---------------------------

Jerrold  Burden       President and Director             Form 3 -  not filed
                                                         Form 13 - not  filed

Albert Folsom         Secretary Treasurer/Director       Form 3 -  not filed


                        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,  2003.

     The  following table sets forth compensation paid or accrued by the Company
for  the  last  three  years  ended  October  31,  2003:
                SUMMARY COMPENSATION TABLE (2001, 2002 AND 2003)

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




      (a)                  (b)      (c)     (e)       (f)        (g)       (h)   (i)
<S>                                <C>      <C>          <C>         <C>       <C>       <C>   <C>
                                           Other    Restricted                    All other
                                           Annual     Stock    Options/    LTIP      compen-
Name and Principal                          Comp.    awards       SAR     payouts   sation
Position. .               Year     Salary    ($)       ($)        (#)       ($)        ($)
------------------      -------   -------   -----    -------   --------   ------   ---------

Michael Fisher. . . .     2001      -0-     -0-        -0-        -0-       -0-       -0-
President, and. . . .     2002      -0-     -0-        -0-        -0-       -0-       -0-
Director. . . . . . .     2003      -0-     -0-        -0-        -0-       -0-       -0-

Qui Sung Poon . . . .     2001      -0-     -0-        -0-        -0-       -0-       -0-
Secretary Treasurer       2002      -0-     -0-        -0-        -0-       -0-      -0-
and Director

John Watson . . . . .     2001      -0-     -0-        -0-        -0-       -0-       -0-
Director. . . . . . .     2002      -0-     -0-        -0-        -0-       -0-       -0-
                          2003      -0-     -0-        -0-        -0-       -0-       -0-

Jerrold Burden            2003      -0-     -0-        -0-        -0-       -0-       -0-
President, CEO and
Director

Albert Folsom             2003      -0-     -0-        -0-        -0-       -0-       -0-
Secretary, CFO and
Director

</TABLE>


                                      -17-
<PAGE>



BONUSES  AND  DEFERRED  COMPENSATION

None

COMPENSATION  PURSUANT  TO  PLANS

None

PENSION  TABLE

None

OTHER  COMPENSATION

None

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.


                                      -18-
<PAGE>



     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The following table sets forth as at October 31, 2003, 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>
JERROLD DEAN BURDEN
5910 South University Blvd.
C-18  Box 222
Greenwood Village, Colorado,
80121. . . .                  . . . .  Direct           10,000,000        63.35%

ALBERT FOLSOM
320 - 1100 Melville Street
Vancouver, British Columbia
Canada, V6E 4A6                        Direct              NIL              0.0%

Directors and officers
    as a group                                          10,000,000        63.35%
</TABLE>




(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


                                      -19-
<PAGE>



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.



                                      -20-
<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 Madsen & Associates, CPA's Inc.                           25

Balance Sheet as at October 31, 2003                                26

Statement of Operations for the period from November 16, 1999
        (Date of Inception) to October 31, 2003                     27

Statement in Changes in Stockholders' Equity for the period
from November 16,1999 (Date of Inception) to October 31, 2003       28

Statement of Cash Flows for the period from November 16, 1999
(Date of Inception) to October 31, 2003                             29

Notes to the Financial  Statements                                  30

(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.

99.1   Certificate  Pursuant  to  Section  301(a) of the Sarbanes-Oxley Act of
       2002  (Chief  Executive  Officer)

99.2   Certification of the Chief Executive Officer Pursuant to Section 906 of
       the  Sarbanes-Oxley  Act  of  2002


                                      -21-
<PAGE>



99.3   Certificate  Pursuant  to  Section  301(a) of the Sarbanes-Oxley Act of
       2002  (Chief  Financial  Officer)

99.1   Certification of the Chief Financial Officer Pursuant to Section 906 of
       the  Sarbanes-Oxley  Act  of  2002

(b)    Reports  on  Form  8-K

(i)    Form  8-K  incorporated  herein  by reference to the Company's filing on
       October 24, 2002 announcing the resignation of Qui Soon Poon as a
       Director and Secretary  Treasurer.

(ii)   Form  8-K  incorporated  herein by reference to the Company's filing on
       May 21, 2003 appointing Albert Folsom as President and Director and
       announcing the resignations of Michael Fisher and John Watson as
       directors and officers.

(iii)  Form  8-K  incorporated herein by reference to the Company's filing on
       December 23, 2003 and amended on January 7, 2004 announcing change in
       control, acquisition of oil and gas interests, issuance of 4,000,000
       common shares and the resignation of Albert Folsom as President and the
       appointment of J. Dean Burton as President.

(iv)   Form  8-K  incorporated  herein by reference to the Company's filing on
       March 1, 2004 announcing the dismissal of Sellers and Andersen, LLC as
       the independent accountants and the appointment of Madsen & Associates,
       CPA's Inc. as the independent accountants.




                ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


(1)     Audit  Fees
        -----------

The aggregate fees billed by the independent accountants for the last two fiscal
years  for professional services for the audit of the Company's annual financial
statements  and  the  review  included in the Company's Form 10-QSB and services
that  are  normally provided by the accountants in connection with statutory and
regulatory  filings  or  engagements  for  those  fiscal  years  were  $3,750.

(2)     Audit-Related  Fees
        -------------------

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Comapny's financial statements and are
not  reported  under  Item  9  (e)(1)  of  Schedule  14A  was  NIL.

(3)     Tax  Fees
        ---------

The  aggregate fees billed in each of the last two fiscal years for professional
services  rendered  by the principal accountants for tax compliance, tax advise,
and  tax  planning  was  $200.


                                      -22-
<PAGE>



(4)     All  Other  Fees
        ----------------

During  the  last  two  fiscal  years  there  were  no other fees charged by the
principal  accountants  other  than  those  disclosed  in  (1)  and  (2)  above.

(5)     Audit  Committee's  Pre-approval  Policies
        ------------------------------------------

At  the present time, there are not sufficient directors, officers and employees
involved  with  Standard  to  make  any  pre-approval policies meaningful.  Once
Standard has elected more directors and appointed directors and non-directors to
the  Audit  Committee it will have meetings and function in a meaningful manner.

(6)     Audit  hours  incurred
        ----------------------

The  principal  accountants  spent  approximately  50 percent of the total hours
spent  on  the accounting.  The hours were about equal to the hours spent by the
Company's  internal  accountant.


                                      -23-
<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.

                                (the Registrant)




                          By:     /s/ "Jerrold Burden"
                          ---     --------------------
                                 Jerrold Burden
                            Chief Executive Officer,
                             President and Director
Date: March 3, 2004


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/ "Jerrold Burden"
                          ---     --------------------
                                 Jerrold Burden
                            Chief Executive Officer,
                             President and Director

Date: March 3, 2004


                           By:     /s/ "Albert Folsom"
                           ---     -------------------
                                  Albert Folsom
                             Chief Financial Officer
                        Secretary Treasurer and Director

Date: March 3, 2004


                                      -24-
<PAGE>




MADSEN & ASSOCIATES, CPA'S INC.                          684 East Vine St. #3
Certified  Public Accountants and Business
     Consultants Board                                   Murray, Utah,  84107
                                                      Telephone  801-268-2632
                                                            Fax  801-262-3978

Board of Directors
Glen Manor Resources Inc.
Greenwood Village, Colorado, USA

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited  the  accompanying  balance sheet of Glen Manor Resources Inc.
(exploration  stage  company) at October 31, 2003, and the related statements of
operations, stockholders' equity, and cash flows for the years ended October 31,
2003  and  2002  and the period November 16, 1999 (date of inception) to October
31,  2003.  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 audits 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
balance  sheet  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,  2003  and  the results of operations, and cash flows for the years
ended  October  31,  2003  and  2002  and  the period November 16, 1999 (date of
inception)  to  October  31,  2003,  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 the notes to the
financial  statements. These financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


Murray,  Utah                    /s/  "Madsen  &  Associates,  CPA's  Inc."
February  10,  2004


                                      -25-
<PAGE>



                           GLEN MANOR RESOURCES, INC.
                           (Exploration Stage Company)
                                  BALANCE SHEET
                                October 31, 2003

<TABLE>
<CAPTION>




ASSETS
<S>                                                             <C>
CURRENT ASSETS

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

            Total Current Assets . . . . . . . . . . . . . . .             -

OIL & GAS LEASES . . . . . . . . . . . . . . . . . . . . . . .        17,500
                                                                     --------

                                                                    $ 17,500
                                                                      =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

     Accounts payable - related party. . . . . . . . . . . . .      $  4,155
                                                                      -------

         Total Current Liabilities . . . . . . . . . . . . . .         4,155
                                                                      -------

STOCKHOLDERS' EQUITY

      Common stock
           200,000,000 shares authorized, at $0.001 par value:
           15,783,220 shares issued and outstanding. . . . . .        15,783

      Capital in excess of par value . . . . . . . . . . . . .        80,899

      Deficit accumulated during the exploration stage . . . .       (83,337)
                                                                     --------

          Total Stockholders' Equity . . . . . . . . . . . . .        13,345
                                                                     --------

                                                                    $ 17,500
                                                                     ========
</TABLE>




    The accompanying notes are an integral part of these financial statements


                                      -26-
<PAGE>



                           GLEN MANOR RESOURCES, INC.
                           (Exploration Stage Company)

                            STATEMENT  OF  OPERATIONS

          For the Years Ended October 31, 2003 and 2002 and the Period
            November 16, 1999 (date of inception) to October 31, 2003

<TABLE>
<CAPTION>




                                  OCT 31,         OCT 31,     Nov 16, 1999 to
                                   2003            2002         Oct 31, 2003
                                ----------      ----------    ---------------
<S>                          <C>                <C>          <C>
REVENUES. .  . . . .       .   $       -     $        -          $       -

EXPENSES. .  . . . . .            10,215         18,402             83,337
                                --------       --------            --------

NET LOSS. . . . . . . . . .    $ (10,215)    $  (18,402)         $ (83,337)
                                 ========       ========           ========



NET LOSS PER COMMON SHARE

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


AVERAGE OUTSTANDING SHARES

 Basic (stated in 1,000's).        12,297       11,783
                                 ========      =========


</TABLE>




    The accompanying notes are an integral part of these financial statements


                                      -27-
<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, 2003
<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                 -

Contributions 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)

Contributions to capital - related parties -
   expenses - 2002. . . . . . . . . . . . . .           -        -        10,800                 -

Net operating loss for the year ended
     October 31, 2002 . . . . . . . . . . . .           -        -             -           (18,402)
                                             ------------    -------     -------        -----------

Balance October 31, 2002. . . . . . . . . . .  11,783,220    11,783       44,761           (73,122)

Contribution to capital - related parties
    expenses - 2003 . . . . . . . . . . . . .           -         -        2,700                 -

Contribution to capital - related party
   payment to company debt - 2003 . . . . . .           -         -       19,938                 -

Issuance of common stock for oil & gas
   Leases at $.0625 - 2003. . . . . . . . . .   4,000,000    4,000        13,500                 -

Net operating loss for the year ended
    October 31, 2003. . . . . . . . . . . . .           -        -             -           (10,215)
                                               ----------   ------      --------          ---------

BALANCE OCTOBER 31, 2003. . . . . . . . . . .  15,783,220  $15,783     $ 80,899          $ (83,337)
                                               ==========  =======      =======           =========
</TABLE>




    The accompanying notes are an integral part of these financial statements


                                      -28-
<PAGE>



                           GLEN MANOR RESOURCES, INC.
                           (Exploration Stage Company)

                           STATEMENT  OF  CASH  FLOWS

         For the year ended October 31, 2003 and 2002 and for the Period
            November 16, 1999 (date of inception) to October 31, 2003

<TABLE>
<CAPTION>




                                              OCT 31,         OCT 31,       NOV 16, 1999
                                               2003             2002        OCT 31, 2003
                                            ---------       -----------    --------------
<S>                                       <C>              <C>             <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

    Net loss . . . . . . . . . . . . . .  $ (10,215)     $  (18,402)         $  (83,337)

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

         Changes in accounts payable . .      7,515           7,533              24,093
         Capital contribution - expenses      2,700          10,800              35,100
                                             ------         -------            ---------
             Net cash deficiency from
                   operations. . . . . .          -             (69)            (24,144)
                                            --------       ---------          ----------

CASH FLOWS FROM FINANCING
ACTIVITIES:

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

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

Net Change in Cash . . . . . . . . . . .          -             (69)                  -

Cash at Beginning of Period. . . . . . .          -              69                   -
                                            --------       ---------           ---------

CASH AT END OF PERIOD. . . . . . . . . .  $       -       $       -          $        -
                                            ========        ========           =========
</TABLE>




NON  CASH  FLOWS  FROM  OPERATING,  INVESTING,  AND  FINANCING  ACTIVITIES

Contributions to capital - related parties - expenses - 2000-2003      $  35,000
                                                                          ------
Contributions to capital - related parties - payment of
          company debt -2003                                              19,938
                                                                          ------
Issuance of 4,000,000 common shares for oil & gas leases                  17,500
                                                                          ------



    The accompanying notes are an integral part of these financial statements


                                      -29-
<PAGE>



                           GLEN MANOR RESOURCES, INC.
                           (EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                October  31,  2003


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 oil and gas leases have been acquired which are
expected  to  be  in  operation  during  the  coming  year.

Since  inception  the  Company  has  completed  private  placement  offerings of
11,783,220  shares  of  its  common  capital  stock  for  $24,144.

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
-------------

The  Company  utilizes  the  liability  method  of  accounting for income taxes.
Under  the  liability  method deferred tax assets and liabilities are determined
based  on  the  differences between financial reporting and the tax bases of the
assets  and  liabilities  and  are measured using the enacted tax rates and laws
that  will  be in effect, when the differences are expected to be reversed.   An
allowance  against  deferred tax assets is recorded, when it is more likely than
not,  that  such  tax  benefits  will  not  be  realized.

On  October  31,  2003,  the  Company  had a net operating loss carry forward of
$33,481.  The  tax benefit of $10,000 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  had  no  started  operations.

The  loss  carryforward  will  expire  starting  in  year  2021  through  2024.

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  common  share  rights


                                      -30-
<PAGE>



                           GLEN MANOR RESOURCES, INC.
                           (EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                October 31, 2003


2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

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

unless  the  exercise  becomes  antidilutive  and  then only the basic per share
amounts  are  shown  in  the  report.

Oil  and  Gas  Leases
---------------------

The  Company  uses  the successful efforts cost method for recording its oil and
gas  lease  interests, which provides for capitalizing the purchase price of the
project  and the additional costs directly related to proving the properties and
amortizing these amounts over the life of the reserve when operations begin or a
shorter  period  if  the  property  is  shown  to have an impairment in value or
expensing  the  remaining  balance  if  it  is  proven  to  be  of  no  value.

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

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

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

The  carrying  amounts  of financial instruments including 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 risks.

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

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

Advertising  and  Market  Development
-------------------------------------

The  Company  expenses  advertising  and  market  development costs as incurred.


                                      -31-
<PAGE>



                           GLEN MANOR RESOURCES, INC.
                           (EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                October 31, 2003



2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

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

For  the  purposes  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.

3.     OIL  AND  GAS  LEASES

On  September  15, 2003, the Company acquired a 2% leasehold working interest in
the  Oil  and Gas Mineral Leases known as Arieo Pantel et ux, and Gilberto Pena,
Jr.  et ux, located in Goliad County, Texas, with a depth of 2,700 feet, from an
officer,  by  the  issuance  of  4,000,000  common  shares  of  the  Company.

The  leases  have an estimated useful life of 22 years and have been recorded at
the  predecessors  cost.   Royalty  income  started  during  November  2003.

4.   SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTY

An  officer-director  has  acquired  63%  of the outstanding common stock of the
company by the purchase of 6,000,000 common shares from a prior officer, and the
issuance  of  4,000,000 common shares by the Company, as outlined in note 3, and
has  made  demand,  no  interest  loans  of  $4,155.   The  officer  also  made
contributions  to  capital  of  the  Company  by  the payment of Company debt of
$19,938.

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.


                                      -32-
<PAGE>