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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------
                                   FORM 10-KSB
                                -----------------

         [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 2006

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

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

                                 XTX ENERGY INC.
             (Exact name of registrant as specified in its charter)
                      (formally Glen Manor Resources Inc.)

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

           NEVADA                         0-31757                 98-0233452
(STATE OR OTHER JURISDICTION OF         (COMMISSION           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)          FILE NUMBER)         IDENTIFICATION NO.)

4610 SO. ULSTER STREET, SUITE 150, DENVER, COLORADO                80237
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

                                 (303) 495-3684
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:

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. [ ]

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

State issuer's revenues for its most recent fiscal year:     $ 49,374

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 of October 31, 2006, 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)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

           Class                            Outstanding as of December 11, 2006
------------------------------              ----------------------------------
Common Stock, $0.001 per share                           103,929,220


                       DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to under Part IV

Transitional Small Business Disclosure Format (check one) Yes[ ] No [X]

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PART I

ITEM 1.   Description of Business                                             3

ITEM 2.   Description of Property                                             7

ITEM 3.   Legal Proceedings                                                   7

ITEM 4.   Submission of Matters to Vote of Securities Holders                 8

PART II
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ITEM 5.   Market for Common Equity and Related Stockholder Matters            8

ITEM 6.   Management's Discussion and Analysis or Plan of Operations          9

ITEM 7.   Financial Statements                                               11

ITEM 8    Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                           11

ITEM 8A.  Controls and Procedures                                            12

PART III
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ITEM 9     Directors, Executive Officers, Promoters, and Control
               Persons; Compliance with Section 16(a) of the Exchange Act    12

ITEM 10.   Executive Compensation                                            15

ITEM 11.   Security Ownership of Certain Beneficial Owners and Management    16

ITEM 12.   Certain Relationships and Related Transactions                    16

PART IV
---------

ITEM 13.   Exhibits and Reports on Form 8-K                                  17

ITEM 14.   Principal Accountant Fees and Services                            18

            SIGNATURES                                                        19

                                       2
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                                     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 4610 So. Ulster Street, Suite 150,
Denver, Colorado 80237 (Telephone: 303-495-3684).

     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. At October 31, 2005, there were 28,287,220 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. The Company has now refocused 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 and 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. This interest was purchased
for $17,500. On August 11, 2005 100,000 shares were issued to the original owner
of the working interest. These additional shares were recorded as a cost of the
lease at par value per share, an additional $100 to the cost of the lease. The
well produces monthly income.

     The Company entered into a partnership agreement with a private investor to
purchase 25% of a re-entry project known as Republic One in Central Texas. The
investment partner paid the Company $122,000 as part of this agreement, which
were invested in the project in May, 2005.

     On October 31, 2005, the Company paid $10,000 for the purchase of 100% of
an oil and gas lease for a well located in Fremont County, Wyoming. The
effective date of the purchase is November 1, 2005. This oil and gas lease was
sold on April 27, 2006 to an unrelated party for $3,500 incurring a loss on the
sale of the oil and gas lease of $6,500.

     Glen Manor Resources, Inc. changed their name to XTX Energy, Inc. effective
June 1, 2006. With the name change the company's trading symbol has changed to
XTEG.

     The Company was previously in the exploration of a mineral claim called the
Glen Claim located in the Province of Newfoundland. After extensive research by
the Company, a decision was made to no longer pursue mining interests. Upon that
decision, the Glen lease was not renewed. There were no ongoing liabilities at
the time the Company exited from the claim. The Company has now refocused its
interest on the acquisition of income producing oil and gas properties.

     The Company's management has changed since its inception. 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 XTX Energy,
and was appointed CFO of the Company.

     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.

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     The Company has provided limited financial information to shareholders and
has encouraged current shareholders to review the Company's filings online
through the SEC Internet site. The Company has not 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 currently has no revenue producing assets as of October 31,
2006. The Company is seeking other revenue sources for this oil and gas
business.

2. FUTURE TRADING IN THE COMPANY'S STOCK

     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


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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. At this point, there is no guarantee
that the Company's shares will qualify for a quotation.

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.

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

     The Officers and Directors of the Company 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.

6. 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, 2006 of $463,326. 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.

7. GOING CONCERN CONCEPT

     As mentioned under 7 above, the Company might continue 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, 2006 as
follows:

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 2. The
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.

8. 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


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<PAGE>

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.

9.  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.

10. 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.

11. 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.

12. 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.

13. 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.

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<PAGE>

     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

     In September of 2003, the Company acquired a Two Percent (2%) leasehold
working interest in a gas well located in Goliad County, Texas, named the Pantel
Lease, from Energy Royalty Investments LLC of Denver, Colorado. The working
leasehold interest was evaluated by an engineer at Falcon Petroleum and a
geologist at Meramec Oil and Gas, two oil and gas engineers, located in Denver,
Colorado, who valued the acquisition at $25,000.00 U.S. dollars. This report is
dated September 9, 2003. The Company purchased the revenue interest for $17,500.
On August 11, 2005 100,000 shares were issued to the original owner of the
working interest. These additional shares were recorded as a cost of the lease
at par value per share, an additional $100 to the cost of the lease. The
property is producing income at the rate of $250.00 to $700.00 per month since
acquisition. The wells are currently operated by REH Energy Inc (711 N.
Carancahua, Suite 906, Corpus Christi, TX 78475). REH Energy Inc has been
working with XTX ENERGY Inc since its inception as the operator for the Company.

     The Company entered into a partnership agreement with a private investor to
purchase 25% of a re-entry project known as Republic One in Central Texas. The
investment partner paid the Company $122,000 as part of this agreement, which
was invested in the project in May, 2005. As part of this agreement, the
investor will receive 80% of the 25% working interest revenue from the well and
the Company will receive 20% of the 25% working interest revenue until the
revenue is recaptured. At that point, the Company and the investor will each
receive 50% of the 25% working interest revenue. To date the Company has
received revenue from the well of $1,748. In addition to the amount paid for
Republic One, the Company issued 1,000,000 shares of stock in June, 2005 to the
investor who has been consulting with the Company and assisted the Company in
the acquisition of the interest in the reentry project.

     On October 31, 2005, the Company paid $10,000 for the purchase of 100% of a
oil and gas lease for a well located in Fremont County, Wyoming. The effective
date of the purchase is November 1, 2005.

     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 1, 2003, Randall V. Wheat of Energy Royalty Investments LLC and

     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 agreement with Energy Royalty Investments, LLC and Hybrid
Energy Inc is valid through September 1, 2005. The purchase price to exercise
the option 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.

     As of October 31, 2006 the company has sold it's interest in all of it's
above Properties to a related party. The properties were sold for cash
considerations and a loss was taken on the statement of operations.

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.

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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, 2006.

                                     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, 2006, the Company had
63 shareholders; one of these shareholders is an officer and director of the
Company.

     During the months of May and June, 2005, the Company issued 2,000,000
shares of common stock in exchange for services with a fair value of $2,000
($0.001 per share). On August 11, 2005, an additional 100,000 shares were issued
as an additional cost of the Pantel lease purchase.

     During May and June, 2005, the Company issued 2,000,000 shares of common
stock for services with a fair value of $2,000 ($0.001 per share). On August 11,
2005, the Company issued 100,000 shares of common stock for purchase of
additional working interest in an oil and gas lease. On November 10, 2005, the
Company issued 5,000 shares of common stock to the previous owner of the Wyoming
oil and gas lease purchased. On March 10, 2006 10,000 shares were issued to the
Company's Chief Accounting Officer for services rendered. During February and
April, 2006, 95,000 shares were issued to unrelated parties for services
rendered to the Company.

     Through January 31, 2005, the Company's Chief Executive Officer advanced
the Company approximately $27,160 to support operations, settle outstanding
trade accounts payable and provide working capital. These advances were repaid
by the Company. As of January 31, 2006, the Company's Chief Executive Officer
has advanced the Company an additional $45,000 to support operations and provide
working capital.

     On July 31, 2004, the Company's Chief Executive Officer was issued
4,250,000 shares of common stock for services rendered with a fair value of
$4,250 ($0.001 per share) On January 31, 2006, the Company's Chief Executive
Officer was issued 75,532,000 shares of common stock for advances and costs due
to the Company to support operations, provide working capital and purchase oil
and gas leases. Included in Accrued Expenses, as of October 31, 2006, is due
from the Company to the Chief Executive Officer of $187,501 for accrued salary.

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<PAGE>

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

     The Company has revenue from its two oil and gas lease working interests,
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.

     Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this Form 10-KSB, including, without limitation, statements related to
anticipated cash flow sources and uses, and words including but not limited to
"anticipates", "believes", "plans", "expects", "future" and similar statements
or expressions, identify forward looking statements. Any forward-looking
statements herein are subject to certain risks and uncertainties in the
Company's business, including but not limited to, reliance on key customers and
competition in its markets, market demand, product performance, technological
developments, maintenance of relationships with key suppliers, difficulties of
hiring or retaining key personnel and any changes in current accounting rules,
all of which may be beyond the control of the Company. The Company's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth therein.

SUMMARY OVERVIEW AND OVERALL BUSINESS STRATEGY

     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 1, 2004, Randall V. Wheat of Energy Royalty Investments LLC and
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 until September 1, 2005 by Energy Royalty
Investments, LLC and Hybrid Energy Inc. This property may be subject to
extension. 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.

     As of October 31, 2006 the company has sold it's interest in all of it's
above Properties to a related party. The properties were sold for cash
considerations and a loss was taken on the statement of operations.

     The Company's revenues to date arised from the 2% working interest and the
re-entry project, 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.

                              RESULTS OF OPERATIONS
          Twelve Months Ended October 31, 2006 Compared to the Twelve Months
                             Ended October 31, 2005

GROSS REVENUES AND COSTS OF OPERATIONS

The Company had revenues of $49,374 for the Twelve Months ended October 31, 2006
compared to $6,258 for the Twelve Months ended October 31, 2005. The revenues


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for 2006 consist of revenue from the 25% in the Re-entry Project and the 2%
interest from the Pantel working lease. The revenues for 2005 consist entirely
of royalty income from the 2% interest in the Pantel working lease.

     Operating expenses of $286,478 for the Twelve Months ended October 31, 2006
compared to $72,772 for the Twelve Months ended October 31, 2005 was an increase
of $213,706. The increase is attributable to limited operating activities during
the twelve months of 2005. Operating expense for the Twelve Months ended October
31, 2006 consisted of $11,614 in direct operating expenses related to the Pantel
and Re-entry properties, amortization of $25,793, and professional fees and
other administrative expenses of $249,071 consisting mainly of officer salary
which was accrued.

     As of October 31, 2006 the company has sold it's interest in all of it's
above Properties to a related party. The properties were sold for cash
considerations and a loss was taken on the statement of operations.

     NET LOSS. The net loss for the Twelve Months ended October 31, 2006 was
$279,475 compared to the net loss of $66,514 for the Twelve Months ended October
31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

     Since its inception, the Company has continued to sustain losses. The
Company's operations and growth has been funded by the sale of Common Stock, and
loans from unrelated parties. Jerrold Burden, our chief executive officer and a
director, has agreed to fund our operations until we receive revenues and/or
Jerrold Burden has the financial means to finance such operations. Our
expectations, beliefs and projections are expressed in good faith and are
believed by us to have a reasonable basis, including without limitation, data
contained in our records and other available data from third parties, but there
can be no assurance that our expectations, beliefs or projections will result,
or be achieved, or be accomplished.

     As of October 31, 2006 and 2005, the Company had assets of $6,907 and
$175,648 and liabilities of $225,159 and $190,167, respectively. Assets in 2006
consist of cash and receivable, and liabilities in 2006 consist of amounts due
to shareholder, and payables relating to professional services.

     The Company has incurred certain expenses during the fiscal years ended
October 31, 2006 and 2005 as follows:

                                  FOR THE YEAR ENDED          FOR THE YEAR ENDED
  EXPENDITURE                      OCTOBER 31, 2006            OCTOBER 31, 2005
  -----------                     ------------------          ------------------
Accounting and audit                  $25,500                          $18,450
Edgar filings                           1,025                             --
Production  expenses                   11,614                            7,696
Management fees                         --                              10,000
Consulting                              --                              10,000
Officer consulting                    215,011                           23,500
                                     --------                         --------

Total                                $253,150                         $ 69,646
                                     ========                         ========

Estimated 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:

                                  REQUIREMENTS
                                       FOR
EXPENDITURES                      TWELVE MONTHS
------------                      -------------

Accounting and audit .           1   $  20,000
Filing fees. . . . . .           2       1,000
Office . . . . . . . .           3       5,000
Transfer agent's fees.           4       2,000
                                     ---------

    Estimated expenses               $  28,000
                                     =========

                                       10
<PAGE>

----------
1.   The Company is paying $1,500 for its independent accountants to review the
     Form 10-QSBs for each of the periods ended January 31, April 30 and July
     31, 2006 For the Form 10-KSB, the Company projects that it will pay
     approximately $6,000 for its independent accountants to examine the
     year-end financial statements and to report thereon.

2.   The Company is using an 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
     approximates $500.

3.   Based on prior years, management has estimated a charge of $4,000 to cover
     the cost of photocopying, fax, courier and rent.

4.   The fee charged by Nevada Agency & Trust Company, Reno, Nevada, for acting
     as transfer agent for the Company is $2,000 annually.

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

     The Company has no contractual obligations for either leased premises or
employment agreements and has made no commitments to acquire any asset of any
nature.

     At present, the directors devote administrative time to the affairs of the
Company as required. There are no plans to hire any new employees who will be
Actively engaged in the operations of the company. 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 January 31, 2005, based upon the recommendation of and approval by our
board of directors, the Company dismissed Madsen & Associates, CPA's Inc.
("Madsen & Associates") as its independent auditor and engaged Jewett Schwartz &
Associates CPA to serve as its independent auditor for the fiscal year ending
October 31, 2004. Madsen & Associates' report on the Company's financial
statements for the fiscal year ended October 31, 2003 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, however, the audit reports contained going concern qualifications.

     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 Madsen & Associates CPA, Inc. for the financial statements
for the year Ended October 31, 2003 and as the subsequent interim periods up to
January 31, 2005, 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.

     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


                                       11
<PAGE>

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 subsequent interim period ended January 31, 2005 to the
best of the Company's knowledge, there have been no disagreements with Jewett
Schwartz & Associates CPA 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 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, 2004 Jewett Schwartz & Associates
CPA did not advise the Company on any matters set forth in Item 304
(a)(1)(iv)(B) of Regulation S-B.

     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.

     For the financial statements for the fiscal years ended October 31, 2004
the Company has not consulted with Jewett Schwartz & Associates CPA. 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 III

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, 2005, the name, age, and
position of each of the executive officers and directors and the term of office
of each director of the Company.

                                       12
<PAGE>

                                                                      TERM AS
     NAME                      AGE        POSITION HELD           DIRECTOR SINCE
     ----                      ---        -------------           --------------

J. Dean Burden                 55         Chief Executive              2003
                                          Officer, President
                                          and Director

Albert Folsom                  63         Chief Financial              2003
                                          Officer, Secretary
                                          and Director

     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 XTX ENERGY 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 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. 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


                                       13
<PAGE>

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 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, 2006, 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.

                                       14
<PAGE>

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, 2005.

     The following table sets forth compensation paid or accrued by the Company
for the last three years ended October 31, 2005:

             SUMMARY COMPENSATION TABLE (2001, 2002, 2003, 2004, 2005 and 2006)

<TABLE>
<CAPTION>
                       LONG TERM COMPENSATION (US DOLLARS)
                       -----------------------------------
                         ANNUAL  COMPENSATION     AWARDS             PAYOUTS
                         --------------------     ------             -------
      (A)                  (B)      (C)        (E)       (F)        (G)      (H)         (I)
                                              OTHER   RESTRICTED
                                              ANNUAL    STOCK      OPTIONS   LTIP      ALL OTHER
NAME AND PRINCIPAL                             COMP.    AWARDS       SAR    PAYOUTS   COMPENSATION
POSITION                 YEAR      SALARY       ($)       ($)        (#)      ($)        ($)
------------------      -------   -------      -----    -------   --------   ------  ----------
<S>                        <C>       <C>      <C>          <C>        <C>      <C>       <C>
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-
                           2004      -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-
                           2004      -0-        -0-        -0-        -0-      -0-       -0-

Jerrold Burden             2003      -0-        -0-        -0-        -0-      -0-       -0-
President, CEO and         2004      -0-      $14,595      -0-        -0-      -0-       -0-
Director                   2005      -0-      $23,500      -0-        -0-      -0-       -0-
                           2006      -0-      $215,011     -0-        -0-      -0-       -0-

Albert Folsom              2003      -0-        -0-        -0-        -0-      -0-       -0-
Secretary, CFO and         2004      -0-        -0-        -0-        -0-      -0-       -0-
Director                   2005      -0-        -0-        -0-        -0-      -0-       -0-
                           2006      -0-        -0-        -0-        -0-      -0-       -0-
</TABLE>

BONUSES AND DEFERRED COMPENSATION

     There is an accrued salary balance of $187,501 due the Chief Executive
Officer for salary due.

COMPENSATION PURSUANT TO PLANS

     None

PENSION TABLE

     None

                                       15
<PAGE>

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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as at October 31, 2005, 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.

NAME AND ADDRESS                                         AMOUNT
OF BENEFICIAL                         NATURE OF       OF BENEFICIAL      PERCENT
OWNER                               OWNERSHIP(1)        OWNERSHIP       OF CLASS
------------------                  ------------      -------------    ---------

JERROLD DEAN BURDEN
4610 So. Ulster Street, Suite 150,
Denver, Colorado 80237                 Direct           89,782,000        86.00%


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

Directors and officers
    as a group                                          89,782,000        86.00%
----------
(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.

     On January 31, 2006, the Company's Chief Executive Officer was issued
75,532,000 shares of common stock for advances and costs due to the company to
support operations, provide working capital and purchase oil and gas leases.
Total amount due by the company to the Chief Executive Officer was $75,532.

INDEBTEDNESS OF MANAGEMENT

     There is an accrued salary balance of $187,501 due the Chief Executive
Officer for salary due 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.

     On January 31, 2006, the Company's Chief Executive Officer was issued
75,532,000 shares of common stock for advances and costs due to the company to
support operations, provide working capital and purchase oil and gas leases.
Total amount due by the company to the Chief Executive Officer was $75,532.

TRANSACTIONS  WITH  PROMOTERS

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

                                       16
<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 Jewett, Schwartz & Associates                                   20

Balance Sheet as at October 31, 2005 and 2006                             21

Statement of Operations for the periods October 31, 2005 and 2006         22

Statement in Changes in Stockholders' Equity for the periods
October 31, 2005 and 2006                                                 23

Statement of Cash Flows for the periods October 31, 2005 and 2006         24

Notes to the Financial  Statements                                        25

         (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.

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

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

32.1     Certification of the Chief Executive Officer Pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

32.2     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


                                       17
<PAGE>

         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.

(v)      Form 8-K incorporated herein by reference to the Company's filing on
         February 4, 2005 announcing the dismissal of Madsen & Associates, CPA's
         Inc. as the independent accountants and the appointment Jewett,
         Schwartz and Associates of 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
fiscal year 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
$5,500.

(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 zero dollars.

(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 XTX Energy, formally Glen Manor Resources Inc.,to make
any pre-approval policies meaningful. Once XTX Energy, formally Glen Manor
Resources Inc., 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.

                                       18
<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.


                                            XTX ENERGY, INC.
                                            (formally Glen Manor Resources Inc.)
                                            (the Registrant)

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

Date: December 11, 2006

     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: December 11, 2006

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

Date: December 11, 2006

                                       19
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
XTX Energy Inc., f/k/a Glen Manor Resources, Inc.
Denver, CO, USA

We have audited the accompanying balance sheets of XTX Energy Inc., f/k/a Glen
Manor Resources, Inc. (Company) as of October 31, 2006 and 2005, and the related
statements of operations, changes in stockholders' deficit, and cash flows for
the years then ended. 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 audit provides 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 XTX Energy Inc., f/k/a Glen
Manor Resources, Inc. as of October 31, 2006, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

JEWETT, SCHWARTZ & ASSOCIATES
Hollywood, Florida
December 12, 2006

                                       20
<PAGE>
                                XTX ENERGY, INC.
                        (f/k/a Glen Manor Resources Inc.)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                OCTOBER 31,
                                                                                   2006
                                                                                 ---------
<S>                                                                               <C>
                                     ASSETS
CURRENT ASSETS
Cash                                                                              $   4,627
Accounts Receivable                                                                     -0-
                                                                                  ---------
Total Current Assets                                                                  4,627

Machinery and Equipment - net of depreciation of $0 and $571, respectively              -0-
Oil and Gas Leases - net of amortization of  $0 and $6,847, respectively                -0-
Loan Receivable                                                                       2,280
                                                                                  ---------
TOTAL ASSETS                                                                      $   6,907
                                                                                  =========

               LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIENCY)

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses                                             $ 205,159
Note payable                                                                         20,000
                                                                                  ---------
TOTAL CURRENT LIABILITIES                                                           225,159
                                                                                  ---------
LONG TERM LIABLITIES
Advance for Re-entry Project                                                            -0-
                                                                                  ---------
TOTAL LONG TERM LIABILITIES                                                             -0-
                                                                                  ---------
COMMITMENTS AND CONTINGENCIES                                                           -0-
                                                                                  ---------
TOTAL LIABILITIES                                                                   225,159
                                                                                  ---------

STOCKHOLDERS' EQUITY/ (DEFICIENCY)
Common stock, $0.001 par value; 200,000,000 shares authorized; 103,929,220 and
   28,287,220 shares issued and outstanding, respectively                           103,929
Additional paid in capital                                                          141,145
Accumulated deficit                                                                (463,326)
                                                                                  ---------
TOTAL STOCKHOLDERS' EQUITY/(DEFICIENCY)                                            (218,252)
                                                                                  ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $   6,907
                                                                                  =========
</TABLE>

    See accompanying notes to the financial statements and accountants report

                                       21
<PAGE>
                                XTX ENERGY, INC.
                        (f/k/a Glen Manor Resources Inc.)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                      FOR THE YEAR ENDED
                                                          OCTOBER 31,
                                                     2006              2005
                                                -------------     -------------
<S>                                             <C>               <C>
REVENUES                                        $      49,374     $       6,258


EXPENSES

Amortization and Depreciation                          25,793             4,823

Production Expenses                                    11,614             7,696

Administrative Expenses                               286,478            60,253
                                                -------------     -------------

TOTAL OPERATING EXPENSES                              323,885            72,772
                                                -------------     -------------

NET OPERATING LOSS                              $    (274,511)    $     (66,514)

Income from Asset Disposition                           5,000                --
Loss on Sale of Well                                   (9,965)               --
                                                -------------     -------------
Net Loss                                        $    (279,476)    $     (66,514)
                                                =============     =============

NET LOSS PER COMMON SHARE--BASIC AND DILUTED    $       (0.00)    $       (0.00)
                                                =============     =============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING--BASIC AND DILUTED                    103,929,220        27,037,083
</TABLE>

    See accompanying notes to the financial statements and accountants report

                                       22
<PAGE>
                                XTX ENERGY, INC.
                        (f/k/a Glen Manor Resources Inc.)
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
                                                                      ADDITIONAL
                                         COMMON STOCK                   PAID IN          ACCUMULATED
                                  SHARES              AMOUNT            CAPITAL            DEFICIT               TOTAL
                                -----------        -----------        -----------        -----------         -----------
<S>                              <C>                    <C>               <C>               <C>                   <C>
BALANCE OCTOBER 31, 2004         26,187,220             26,187            141,145           (117,337)             49,995
Issuance of
  common stock
  for services                    2,000,000              2,000                 --                 --               2,000
Issuance of
  common stock
  for lease interest                100,000                100                 --                 --                 100
Net Loss                                 --                 --                 --            (66,514)            (66,514)
                                -----------        -----------        -----------        -----------         -----------
BALANCE OCTOBER 31, 2005         28,287,220        $    28,287        $   141,145        $  (183,851)        $   (14,419)
Issuance of
  common stock
  for services
  and outstanding
  debt 75,642,000                    75,642                 --                 --             75,642
Net Loss                                 --                 --                 --           (279,475)           (279,475)
                                ===========        ===========        ===========        ===========         ===========
BALANCE OCTOBER 31, 2006        103,929,220        $   103,929        $   141,145        $  (463,326)        $  (218,252)
                                ===========        ===========        ===========        ===========         ===========
</TABLE>

    See accompanying notes to the financial statements and accountants report

                                       23
<PAGE>
                                XTX ENERGY, INC.
                      (formally Glen Manor Resources Inc.)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                          FOR THE YEAR ENDED
                                                                               OCTOBER 31,
                                                                           2006          2005
                                                                        ---------     ---------
<S>                                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                $(279,475)    $ (66,514)
     Adjustments to reconcile net loss to net cash provided by
(used in) operating  activities:
Issuance of stock for services and shareholder debt                        75,642         2,000
Amortization and depreciation                                              22,843         4,823
Loss on sale of oil and gas lease                                           9,965           -0-
Interest expense                                                                0            32
Changes in operating assets and liabilities:
        (Increase)/decrease in accounts receivable                            410           598
        (Increase) in notes receivable                                       (380)       (1,900)
        (Increase) in Investment in Oil and Gas Lease                           0       (10,000)
        Increase/(decrease) in accounts payable and accrued expenses      172,586        24,073
                                                                        ---------     ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                         1,591       (46,888)
                                                                        ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of machinery and equipment                                         (932)      (12,000)
 Intangible drilling costs incurred                                         5,421)          -0-
 Proceeds received from sale of oil & gas lease                            16,500           -0-
 Purchase of Re-entry Project                                                   0      (122,562)
                                                                        ---------     ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                        10,147      (134,562)
                                                                        ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party                                     0        35,000
Advance for Re-entry Project                                                    0       122,562
Principal payment on notes payable - related party                        (15,032)           --
Repayment of advance received for joint venture                           (10,773)
                                                                        ---------     ---------
NET CASH FROM FINANCING ACTIVITIES                                        (25,805)      157,562
                                                                        ---------     ---------

NET INCREASE (DECREASE) IN CASH                                           (14,067)      (23,888)
CASH - Beginning of period                                                 18,694        42,582
                                                                        ---------     ---------
CASH- End of period                                                     $   4,627     $  18,694
                                                                        =========     =========

SUPPLEMENTAL DISCLOSURES
Noncash investing and financing transactions:
Issuance of commons stock for services and shareholder debt                75,642         2,000
Issuance of common stock for purchase of oil and gas lease interest           -0-           100
</TABLE>

    See accompanying notes to the financial statements and accountants report

                                       24
<PAGE>
                                XTX ENERGY, INC.
                      (formally Glen Manor Resources Inc.)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         DESCRIPTION OF BUSINESS

         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.

         Glen Manor , Inc. changed their name to XTX Energy, Inc. Effective June
         1, 2006. With the name change the company's trading symbol has changed
         to XTEG.

         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 Pantel Lease from Energy Royalty Investments,
         LLC of Denver, Colorado. The working leasehold interest was evaluated
         by an engineer at Falcon Petroleum and a geologist at Meramec Oil and
         Gas in Denver, Colorado who valued the acquisition at $25,000 U.S.
         dollars. The Company purchased the working interest for $17,500. On
         August 11, 2005 100,000 shares were issued to the original owner of the
         working interest. These additional shares were recorded as a cost of
         the lease at par value per share, an additional $100 to the cost of the
         lease. The property is producing income at the rate of $200 to $750 per
         month since acquisition.

         The Company entered into a partnership agreement with a private
         investor to purchase 25% of a re-entry project known as Republic One in
         Central Texas. The investment partner paid the Company $122,000 as part
         of this agreement, which were invested in the project in May, 2005.

         On October 31, 2005, the Company paid $10,000 for the purchase of 100%
         of an oil and gas lease for a well located in Fremont County, Wyoming.
         The effective date of the purchase is November 1, 2005.

         As of October 31, 2006 the company has sold it's interest in all of
         it's above Properties to a related party. The properties were sold for
         cash considerations and a loss was taken on the statement of
         operations.

         Our plan of operation is to obtain funding to secure more working
         interest and oil and gas related interests for the Company and
         management has conducted and continues to conduct talks with several
         oil and gas related private funding groups who have expressed an
         interest in providing such funding.

         CAPITALIZATION

         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. During the year ended October 31,
         2004, the Company issued 6,027,000 shares in a private placement which
         raised $62,700. The Company also issued 4,377,000 shares for services
         valued at $7,950. During the year ended October 31, 2005, the Company
         issued 2,000,000 shares for services valued at $2,000 and 100,000
         shares valued at $100 for purchase of additional working interest in
         oil and gas lease. Total shares outstanding at October 31, 2005, was
         28,287,220.

         On January 31, 2006, the Company's Chief Executive Officer was issued
         75,532,000 shares of common stock for advances and costs due to the
         company to support operations, provide working capital and purchase oil
         and gas leases. Total amount due by the company to the Chief Executive
         Officer was $75,532. Total shares outstanding at October 31, 2006, was
         103,929,220.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the amounts
         reported in the financial statements and accompanying notes. Actual
         results could differ from those estimates.

                                       25
<PAGE>

         CONCENTRATIONS OF CREDIT RISK

         Financial instruments that potentially subject the Company to
         concentrations of credit risk consist primarily of cash and cash
         equivalents and accounts receivable.

         CASH AND CASH EQUIVALENTS

         The Company maintains deposit balances at financial institutions that,
         from time to time, may exceed federally insured limits. At October 31,
         2005, the Company had no deposits in excess of federally insured
         limits. The Company maintains its cash with high quality financial
         institutions, which the Company believes limits these risks.

         ACCOUNTS RECEIVABLE

         The Company does business and extends credit based on an evaluation of
         the customers' financial condition generally without requiring
         collateral. Exposure to losses on receivables is expected to vary by
         customer due to the financial condition of each customer. The Company
         monitors exposure to credit losses and maintains allowances for
         anticipated losses considered necessary under the circumstances.

         OIL AND NATURAL GAS LEASE INTEREST

         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.

         The costs of the oil and gas properties, including the estimated future
         costs to develop proved reserves and the carrying amounts of any asset
         retirement obligations, are depreciated using a composite
         unit-of-production rate based on estimates of proved reserves.
         Investments in unproved properties and major development projects are
         not amortized until proved reserves associated with the projects can be
         determined or until impairment occurs. If the results of an assessment
         indicate that the properties are impaired, then the amount of the
         impairment is added to the capitalized costs to be amortized. Net
         capitalized costs are limited to a capitalization ceiling, calculated
         on a quarterly basis as the aggregate of the present value, discounted
         at 10%, of estimated future net revenues from proved reserves (based on
         current economic and operating conditions), but excluding asset
         retirement obligations, plus the lower of cost or fair market value of
         unproved properties, less related income tax effects.

         REVENUE RECOGNITION

         Revenues are earned from properties in which the Company has a working
         interest and are calculated on the basis of production for drilling
         operations pursuant to the terms of the relevant Operator Agreement.
         Revenues are recorded net of royalties and allowances.

         INCOME TAXES

         The Company accounts for income taxes under the provisions of Statement
         of Financial Accounting Standards (SFAS) No. 109, "Accounting for
         Income Taxes." Pursuant to SFAS No. 109, income taxes are accounted for
         under the asset and liability method. Deferred tax assets and
         liabilities are recognized for the future tax consequences attributable
         to differences between the financial statement carrying amounts of
         existing assets and liabilities and their respective tax bases and
         operating loss and tax credit carryforwards. Deferred tax assets and
         liabilities are measured using enacted tax rates expected to apply to
         taxable income in the years in which those temporary differences are
         expected to be recovered or settled. The effect on deferred tax assets
         and liabilities of a change in tax rates is recognized in income in the
         period that includes the enactment date.

                                       26
<PAGE>

         BASIC AND DILUTED NET LOSS PER SHARE

         The Company computes basic and diluted earnings per share in accordance
         with SFAS No. 128, "Earnings per Share." Basic EPS excludes the
         dilutive effects of options, warrants and other convertible securities.
         Diluted EPS reflects the potential dilution of securities that could
         share in the earnings of the Company. For the year ended October 31,
         2005, there were no options, warrants, or other convertible securities
         outstanding and, therefore, only Basic EPS has been presented.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In September 2004, the Securities and Exchange Commission issued Staff
         Accounting Bulletin ("SAB") No. 106 which expressed the Staff's views
         regarding the application of Statement of Financial Accounting
         Standards ("SFAS") No. 143 "Accounting for Asset Retirement
         Obligations" by oil and gas producing companies following the full-cost
         accounting method. SAB No. 106 specifies that subsequent to the
         adoption of SFAS No. 143 an oil and gas company following the full-cost
         method of accounting should include assets recorded in connection with
         the recognition of an asset retirement obligation pursuant to SFAS No.
         143 as part of the costs subject to the full-cost ceiling limitation.
         The future cash outflows associated with settling the recorded asset
         retirement obligations should be excluded from the computation of the
         present value of estimated future net revenues used in applying the
         ceiling test. The Company will be required to adopt the provisions of
         SAB No. 106 prospectively in the first quarter of 2005 which will have
         no impact on the Company's results of operation or financial position.

         RECLASSIFICATIONS

         Certain amounts in prior year financial statements have been
         reclassified for comparative purposes to conform with the presentation
         in the current year financial statements.

NOTE 2.  GOING CONCERN

         The accompanying financial statements have been prepared in conformity
         with accounting principles generally accepted in the United States
         which assume that the Company will continue as a going concern,
         including the realization of assets and liquidation of liabilities in
         the ordinary course of business. However, there are factors that raise
         substantial doubt about the Company's ability to continue as a going
         concern. These factors, among others, include the Company has just
         begun earning revenues and was previously an exploration stage company.
         Management intends to provide the necessary development and operating
         capital through sales of its common stock and commencement aggressive
         acquisitions of additional working interest leases. The ability of the
         Company to continue as a going concern during the next year depends on
         the successful completion of the Company's efforts to raise capital and
         the ability to obtain profitable working leases. The financial
         statements do not include any adjustments that might be necessary if
         the Company is unable to continue as a going concern.

NOTE 3.  OIL AND GAS LEASE PURCHASES

         In September of 2003, the Company acquired a Two Percent (2%) leasehold
         working interest in a gas well located in Goliad County, Texas, named
         the Pantel Lease, from Energy Royalty Investments LLC of Corpus Christi
         Texas. The working leasehold interest was evaluated by an engineer at
         Falcon Petroleum and a geologist at Meramec Oil and Gas located in
         Denver, Colorado, who valued the acquisition at $25,000 U.S. dollars.
         This report is dated September 9, 2003. The Company paid $17,500 to
         acquire a 2% working interest in the property and on August 11, 2005
         issued 100,000 shares to the seller of the property for an additional
         value of $100 in the property.

         In May 2005 the company paid $122,562 for 25% interest for a re-entry
         project in Central Texas named Republic One. To date the Company has
         received revenue from the well of $1,748. Proceeds for this project was
         received by the company from a private investor. See Note 4 below.

         On October 31, 2005, the Company paid $10,000 for the purchase of 100%
         of a oil and gas lease for a well located in Fremont County, Wyoming.
         The effective date of the purchase is November 1, 2005.

         As of October 31, 2006 the company has sold it's interest in all of
         it's above properties to a related party. The properties were sold for
         cash considerations.

                                       27
<PAGE>

         The Company's schedule of the value of Oil and gas Lease Purchases are
         as follows:

                                                     2006         2005
                                                   --------     --------
         Oil and Gas Lease-Description
         Pantel Gas Unit #1                        $    -0-     $ 17,500
                                                   --------     --------
         Republic One Re-entry Project                  -0-      122,562
                                                   --------     --------
         Wyoming Well Purchase                          -0-       10,000
                                                   --------     --------
         Total                                     $    -0-     $150,062
                                                   --------     --------
         Less: Amortization                             -0-       (6,847)
                                                   --------     --------
         Total Oil and Gas Leases                  $    -0-     $143,215
                                                   --------     --------

NOTE 4.  ADVANCE FOR RE-ENTRY PROJECT

         The Company entered into an agreement with an investment partner. The
         Company entered into a partnership agreement with a private investor to
         purchase 25% of a re-entry project known as Republic One in Central
         Texas. The investor paid the Company $122,562 as part of this
         agreement, which were invested in the project in May, 2005. As part of
         this agreement, the investor will receive 80% of the 25% working
         interest revenue from the well and the Company will receive 20% of the
         25% working interest revenue until the note is repaid. At that point,
         the investor will receive 7.5% working interest revenue. In addition to
         the amount paid to Republic One, the Company issued 1,000,000 shares of
         stock in June, 2005 to an investor who has been consulting with the
         Company and assisted the Company in the acquisition of the interest in
         the reentry project.

         As of October 31, 2006 the company has sold it's interest the above
         property to a related party. The properties were sold for cash
         considerations and a loss was taken on the statement of operations.

NOTE 5.  COMMON STOCK

         During the month of July 31, 2004, the Company sold 6,027,000 shares of
         common stock at prices ranging from $0.01 to $0.10 per share to
         accredited investors generating proceeds of $62,700. During the nine
         months ended July 31, 2004, the Company issued 4,377,000 shares of
         common stock for services with a fair value of $7,950 ($0.002 per
         share). See Note 5 for related party transaction.

         During May and June, 2005, the Company issued 2,000,000 shares of
         common stock for services with a fair value of $2,000 ($0.001 per
         share). On August 11, 2005, the Company issued 100,000 share of common
         stock for purchase of additional working interest in an oil and gas
         lease.

NOTE 6.  RELATED PARTY TRANSACTION

         Through July 31, 2004, the Company's Chief Executive Officer has
         advanced the Company approximately $9,660 to support operations, settle
         outstanding trade accounts payable and provide working capital. The
         advances have been reported by the company. During September and
         October, 2005, the Company's Chief Executive Officer advanced an
         additional $35,000 to support operations and provide working capital.

         On July 31, 2004, the Company's Chief Executive Officer was issued
         4,250,000 shares of common stock for services rendered with a fair
         value of $4,250 ($0.001 per share)

         On January 31, 2006, the Company's Chief Executive Officer was issued
         75,532,000 shares of common stock for advances and costs due to the
         Company to support operations, provide working capital and purchase oil
         and gas leases. Total amount due from the Company to the Chief
         Executive Officer was $75,532.

                                       28
<PAGE>

         As of October 31, 2006 the company has sold it's interest in all of
         it's above properties to a related party. The properties were sold for
         cash considerations and a loss was taken on the statement of
         operations.

NOTE 7.  PROVISION FOR INCOME TAXES

         There was no income tax expense for the years ended October 31, 2006
         and 2005 due to the net losses or the years then ended.

         The Company's tax expense (benefit) differs from the "expected" tax
         expense (benefit) for the years ended October 31, 2006 and 2005
         (computed by applying the Federal Corporate tax rate of 34% to loss
         before taxes), as follows:

                                                          2006          2005
                                                       ----------    ---------
         Computed "expected" tax expense (benefit)     $ (111,000)   $ (30,000)
         Benefit of operating loss carryforwards          111,000       30,000
                                                       ----------    ---------
                                                       $       --    $      --
                                                       ==========    =========

         The effects of temporary differences that gave rise to significant
         portions of deferred tax assets and liabilities at October 31, 2006 and
         2005 are as follows:

         DEFERRED TAX ASSETS:                             2006          2005
                                                       ---------     ---------
         Net operating loss carryforward               $ 182,000     $  71,000
         Less valuation allowance                       (182,000)      (71,000)
                                                       ---------     ---------
         NET DEFERRED TAX ASSETS                       $      --     $      --
                                                       =========     =========

         The Company has a net operating loss carryforward of approximately
         $460,000 available to offset future taxable income through 2024.

         The valuation allowance at October 31, 2006 was $182,000. The net
         change in valuation allowance during the year ended October 31, 2006
         was an increase of $111,000.

                                       29