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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, 2004
        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                            GLEN MANOR RESOURCES INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

     2501 E COMMERCIAL BLVD, SUITE 212, FT. LAUDERDALE, FL        33308
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 489-1210

          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

                                       N/A

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

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

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

State issuer's revenues for its most recent fiscal year: $ 5,399

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

As at October 31, 2004, 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 March 29, 2005
     ------------------------------         --------------------------------
     Common Stock, $0.001 per share                     26,187,220

                      DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to under Part 1V

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


PART I
------

ITEM 1.   Description of Business                                             4

ITEM 2.   Description of Properties                                           9

ITEM 3.   Legal Proceedings                                                  10

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

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

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

ITEM 7.   Financial Statements                                               13

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

ITEM 8A.  Controls and Procedures                                            14

PART III
--------

ITEM 9    Directors, Executive Officers, Promoters, and Control
               Persons; Compliance with Section 16(a) of the Exchange Act    15

ITEM 10.  Executive Compensation                                             17

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

ITEM 12.  Certain Relationships and Related Transactions                     19

PART IV
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ITEM 13.  Exhibits and Reports on Form 8-K                                   20

ITEM 14.  Principal Accountant Fees and Services                             21

          SIGNATURES                                                         23

<PAGE>

                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS


HISTORICAL OVERVIEW OF THE COMPANY

     The Company was incorporated on November 16, 1999 under the laws of the
State of Nevada. The Company has no subsidiaries or 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 2501 E. Commercial Blvd, Suite 212,
Fort Lauderdale, FL 33308 (Telephone: 954-489-1210).

     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, 2004, there were 26,187,220 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. The well produces monthly income.

     The Company was previously in the exploration of a mineral claim called the
Glen Claim located in the Province of Newfoundland. 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 Glen Manor,
and was appointed CFO of the Company.

                                      -4-
<PAGE>

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

     The Company does not have any full time employees and the directors devote
such time as required to attend to the affairs of the Company.

     The Company has 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's only revenue producing asset, as of October 31, 2004, is a 2%
leasehold working interest in oil and gas leases known as Arieo Pantel and
Gilberto Pena, Jr. located in Goliad County, Texas with a depth restriction of
2,700 feet. Presently the revenue derived from this oil and gas interest is not
sufficient to maintain the Company over the long period.

                                       -5-

<PAGE>


2.     FUTURE TRADING IN THE COMPANY'S STOCK

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

                                       -6-

<PAGE>

5.     CONCENTRATION OF OWNERSHIP BY MANAGEMENT.

     The management of the Company, either directly or indirectly, owns
14,250,000 shares. It would be impossible for any one shareholder to solicit
sufficient votes to replace the existing management. Therefore, any given
shareholder may never have a voice in the direction of the Company.

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

     The Officers and Directors of the Company will devote only a small portion
of their time to the affairs of the Company, estimated to be no more than
approximately 10 percent of the work week for Mr. Folsom and 50% of the work
week for Jerrold Burden.

7.     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, 2004 of $117,337. To date, the Company has not been able to offset
these losses with any form of substantial cash flow. In the future, unless
circumstances change, the Company might find it difficult to attract capital in
order to complete its proposed exploration plans and remain as a going concern.

8.     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, 2004 as
follows:

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

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

                                       -7-

<PAGE>

9.     DIVIDEND POLICY

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

10.    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.

11.    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.

12.    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.

13.    MARKETS

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

                                       -8-

<PAGE>

14.    REGULATION

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

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

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

ITEM 2. DESCRIPTION OF PROPERTIES


     Subsequent to a change in management in 2003, the Company acquired a Two
Percent (2%) leasehold working interest in a gas well located in Goliad County,
Texas, named the Pantell Lease, from Energy Royalty Investments LLC of Corpus
Christy Texas. The working leasehold interest was evaluated by Falcon-Meramec
Geologists and Engineers, two oil and gas engineers, located in Denver,
Coloraldo, who valued the acquisition at $25,000.00 U.S. dollars. This report is
dated September 9, 2003. The Company purchased the revenue interest for
$17,500.The property is producing income at the rate of $575.00 to $750.00 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 Glen Manor Inc since its inception as the operator for the Company.

     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

                                       -9-

<PAGE>

Joseph Shunta of Hybrid Energy Inc. agree to give to the Company an option to
purchase a combined Working Interest of 52% in the Pantel Gas Unit #1 in Goliad
County, Texas. The Working Interest is limited to the Well Bore Only and is
Depth Restricted to 3200 feet. Current production levels have been ranging
between 200mcf and 250mcf per day. Engineers have determined that these
production levels should remain steady for the next several years. The oil and
gas mineral leases associated with this property have been recorded and are
official public record at the Goliad County Courthouse in Texas. This
non-exclusive option 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.

ITEM 3. LEGAL PROCEEDINGS


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

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


     No matters were submitted to a vote of shareholders of the Company during
the fiscal year ended October 31, 2004.

                                    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, 2004, the Company had
63 shareholders; one of these shareholders is an officer and director of the
Company.

     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.

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

OVERVIEW

     The Company has revenue starting in November from the 2% working interest,
and its ability to affect its plans for the future will depend on the
availability of financing. The Company anticipates obtaining such funds from its
directors and officers, financial institutions or by way of the sale of its
capital stock in the future, but there can be no assurance the Company will be
successful in obtaining additional capital for exploration activities from the
sale of its capital stock or in otherwise raising any funds.

                                      -10-
<PAGE>

     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. 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.

     The Company's revenues to date arise from the 2% working interest, and its
ability to affect its plans for the future will depend on the availability of
financing. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future, but there can be no assurance the Company will be successful in
obtaining additional capital for exploration activities from the sale of its
capital stock or in otherwise raising any funds.

                              RESULTS OF OPERATIONS
       Twelve Months Ended October 31, 2004 Compared to the Twelve Months
                             Ended October 31, 2003

GROSS REVENUES AND COSTS OF OPERATIONS

     The Company had revenues of $5,399 for the Twelve Months ended October 31,
2004 compared to $0 for the Twelve Months ended October 31, 2003. The revenues
for 2004 consist entirely of royalty income from the 2% interest in the Pantel
working lease.

     Operating expenses of $39,399 for the Twelve Months ended October 31, 2004
compared to $10,215 for the Twelve Months ended October 31, 2003 was an increase
of $29,284. The increase is attributable to limited operating activities during
the twelve months of 2003. Operating expense for the Twelve Months ended October
31, 2004 consisted of $1,054 in direct operating expenses related to the Pantel
property, amortization of $2,595, and professional fees and other administrative
expenses of $35,750.

                                       11
<PAGE>

     NET LOSS. Net loss for the Twelve Months ended October 31, 2004 was $34,000
compared to the net loss of $10,215 for the Twelve Months ended October 31,
2003.

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 at October 31, 2004 and 2003, the Company had assets of $58,495 and
$17,500 and accounts payable of $8,500 and $4,155 respectively. Assets consist
of cash and an oil and gas lease, and accounts payable relate to professional
services.

     The Company has incurred certain expenses during the fiscal years ended
October 31, 2004 and 2003 as follows:

  EXPENDITURE                     For the Year Ended    For the Year Ended
                                   October 31, 2004      October 31, 2003
  Accounting and audit                 $11,300               $ 3,750
  Edgar filings                            575                   575
  Exploration expenses                     500                   560
  Interest                                 554
  Management fees                       14,595                 1,500
  Legal and professional                 8,690
  Office expenses                           90                   638
  Rent                                     500                   900
  Telephone                                 --                   300
  Transfer agent's fees                     --                 1,992
                                       -------               -------

  Total                                $36,804               $10,215
                                       =======               =======

     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 $12,000
  Filing fees ..........           2   2,600
  Office ...............           3   4,000
  Transfer agent's fees            4   1,200
                                     -------

      Estimated expenses             $19,800
                                     =======

1.     The Company is contemplating paying $1,750 for its independent
       accountants to review the Form 10-QSBs for each of the periods ended
       January 31, April 30 and July 31, 2005. For the Form 10-KSB, the Company
       projects that it will pay approximately $5,000 for its independent
       accountants to examine the year-end financial statements and to report
       thereon.

                                      -12-
<PAGE>

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 $2,300 during the next twelve months. In addition,
       the Company will incur a cost for filing the Annual List of Directors and
       Officers with the State of Nevada to maintain the Company in good
       standing for the next twelve months. The annual fee for filing this form
       approximates $300.

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 $1,200 annually.

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

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

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

ITEM 7. FINANCIAL STATEMENTS


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

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

     On 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.

                                      -13-
<PAGE>
     The reports of Sellers & Andersen LLC for the financial statements as at
October 31, 2002 and through the subsequent interim periods ended February 5,
2004, contained no adverse opinion or disclaimers of opinion and were not
modified or qualified as to audit scope or accounting principles, but did
contain modifications as to the Company's ability to continue as a going
concern.

     During the fiscal 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.

                                      -14-
<PAGE>
                                    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, 2004, the name, age, and
position of each of the executive officers and directors and the term of office
of each director of the Company.

                                                                Term as
     Name            Age            Position Held           Director Since
--------------       ---            ------------------      --------------
J. Dean Burden        52            Chief Executive              2003
                                    Officer, President
                                    and Director

Albert Folsom         61            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.

                                      -15-
<PAGE>

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

     From 1989 to the present Mr. Folsom has served as a director of Amtel
Communications Inc. of which he was the president until 1999. Amtel is a private
company that initially financed "The Last Word", an advertisement display device
that Mr. Folsom invented. In June of 1994, Mr. Folsom formed and served as
President and Director of Purchase Point Media Corp. a Nevada Corporation that
merged with PPMC a Public Minnesota Company and now serves as its President and
Director. In 1983 he amalgamated several companies that became Aricana
Resources. He served as President and Director of Aricana from 1983 to 1988
while directing Aricana's activities in medical research, development and
marketing of medicinal products. While with Aricana he started a publishing
company for medicinal products and founded The American Health Research
Association, a not-for-profit corporation. From 1980 to 1982 he served as
President and Director of Alanda Energy Corp., an oil and gas company. From 1963
to 1980 he served as a director and Senior Officer of a number of companies
including Computer Parking Systems, Resource Funding and an Electrical
Contracting Company. After serving in the US Navy (1956 to 1960) he was a real
estate salesman in southern California.

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

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

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

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

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

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

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

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

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

                                       16

<PAGE>

(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, 2003, the name and
position of each Reporting Person that failed to file on a timely basis any
reports required pursuant to Section 16 (a) during the most recent fiscal year.

Name                    Position                  Report to be Filed and Date
----                    --------                  ---------------------------

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

Albert Folsom     Secretary Treasurer/Director       Form 3 - not filed

ITEM 10. EXECUTIVE COMPENSATION

CASH COMPENSATION

       There was no cash compensation paid to any director or executive officer
of the Company during the fiscal year ended October 31, 2003.


                                       17
<PAGE>
       The following table sets forth compensation paid or accrued by the
Company for the last three years ended October 31, 2004:

             SUMMARY COMPENSATION TABLE (2001, 2002, 2003 AND 2004)
<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

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

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

PENSION TABLE

None

OTHER COMPENSATION

None

COMPENSATION OF DIRECTORS

None

TERMINATION OF EMPLOYMENT

     There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
                                      -18-
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as at October 31, 2004, 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
2501 E. Commercial Blvd., Suite 212      Direct        14,250,000        77.00%
Ft. Lauderdale, FL 33308

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

Directors and officers
    as a group                                         14,250,000        77.00%


(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.

INDEBTEDNESS OF MANAGEMENT

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

TRANSACTIONS WITH PROMOTERS

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

                                      -19-
<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                             24

Balance Sheet as at October 31, 2004 and 2003                       25

Statement of Operations for the periods October 31, 2004 and 2003   26

Statement in Changes in Stockholders' Equity for the periods
October 31, 2004 and 2003                                           27

Statement of Cash Flows for the periods October 31, 2004 and 2003   28

Notes to the Financial  Statements                                  29

(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)



                                      -20-
<PAGE>
32.1   Certification of the Chief Executive Officer Pursuant to Section 906 of
       the Sarbanes-Oxley Act of 2002

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
       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 $4,500.

(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.

                                      -21-

<PAGE>

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

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

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

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

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

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

                                      -22-
<PAGE>

                                   SIGNATURES

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

                            GLEN MANOR RESOURCES INC.

                                (the Registrant)

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

Date: March 30, 2005


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

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

Date: March 30, 2005


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

Date: March 30, 2005


                                      -23-
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of Glen Manor Resources Inc Fort
Lauderdale, FL, USA


We have audited the accompanying balance sheet of Glen Manor Resources Inc. at
October 31, 2004, and the related statements of operations, stockholders'
equity, and cash flows for the year ended October 31,2004. 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. The financial statements of Glen Manor Resources Inc., as of October
31, 2003 were audited by other auditors whose report dated February 10, 2004, on
those statements included an explanatory paragraph that described the
accompanying financial statements have been issued assuming that the company
will continue as a going concern and that the company does not have the
necessary working capital to service its debt and for its planned activity,
which raises substantial doubt as to its ability to continue as a going concern.
Management's plans are further discussed in the notes to the financial
statements.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Glen Manor Resources Inc. at
October 31, 2004 and the results of operations, and cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

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

Hollywood, FL                    /s/ "Jewett Schwartz and Associates"
March 30, 2005


                                      -24-
<PAGE>

                           GLEN MANOR RESOURCES, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                             October 31,       October 31,
                                                                                2004              2003
                                                                            ------------      ------------
                                     ASSETS

<S>                                                                         <C>               <C>
CURRENT ASSETS
Cash                                                                        $     42,582      $         --
Accounts Receivable                                                                1,008                --
                                                                            ------------      ------------
Total Current Assets                                                              43,590                --


Oil and Gas Lease - net of amortization of  $2,595 and $0, respectively           14,905            17,500
                                                                            ------------      ------------
TOTAL ASSETS                                                                $     58,495      $     17,500
                                                                            ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable  and Accrued Expense                                       $      8,500      $      4,155
Note payable - related parties                                                        --                --
                                                                            ------------      ------------
TOTAL CURRENT LIABILITIES                                                          8,500             4,155
                                                                            ------------      ------------


STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 200,000,000 shares authorized;
26,187,220 and 15,783,220 shares issued and outstanding, respectively             26,187            15,783
Additional paid in capital                                                       141,145            80,899
Accumulated deficit                                                             (117,337)          (83,337)
                                                                            ------------      ------------
TOTAL STOCKHOLDERS' EQUITY                                                        49,995            13,345
                                                                            ------------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $     58,495      $     17,500
                                                                            ============      ============
</TABLE>

    See accompanying notes to the financial statements and accountants report

                                      -25-
<PAGE>

                           GLEN MANOR RESOURCES, INC.
                            STATEMENTS OF OPERATIONS

                                                        For the Year Ended
                                                           December 31,

                                                      2004             2003
                                                  ------------     ------------
REVENUES                                          $      5,399     $         --
                                                  ------------     ------------

EXPENSES
--------

Amortization                                             2,595               --
Exploration                                              1,054              560
Management fees                                         14,595            1,500
Professional fees                                       20,565            3,750
Rent                                                       500              900
Other office expense                                        90            3,505
                                                  ------------     ------------

TOTAL OPERATING EXPENSES                                39,399           10,215
                                                  ------------     ------------

NET LOSS                                          $    (34,000)    $    (10,215)
                                                  ============     ============

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

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING--BASIC AND DILUTED                      19,251,220       12,297,000


    See accompanying notes to the financial statements and accountants report


                                      -26-
<PAGE>

                           GLEN MANOR RESOURCES, INC.
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                                                      Additional
                                                Common Stock            Paid In     Accumulated
                                           Shares         Amount        Capital       Deficit         Total
                                         ----------    -----------    -----------   -----------    -----------
<S>             <C> <C>                  <C>                <C>            <C>          <C>            <C>
BALANCE OCTOBER 31, 2002                 11,783,220         11,783         44,761       (73,122)       (16,578)
Contributions to Capital                         --             --          2,700            --          2,700
Contributions to Capital                         --             --         19,938            --         19,938
Issuance of common stock for cash         4,000,000          4,000         13,500            --         17,500
Net Loss                                                                                (10,215)       (10,215)
                                         ----------    -----------    -----------   -----------    -----------
BALANCE OCTOBER 31, 2003                 15,783,220         15,783         80,899       (83,337)        13,345
Issuance of common stock for cash         6,027,000          6,027         56,673            --         62,700
Issuance of common stock for services     4,377,000          4,377          3,573            --          7,950
Net Loss                                                                                (34,000)       (34,000)
                                         ----------    -----------    -----------   -----------    -----------
BALANCE OCTOBER 31, 2004                 26,187,220    $    26,187    $   141,145   $  (117,337)   $    49,995
                                         ==========    ===========    ===========   ===========    ===========
</TABLE>

    See accompanying notes to the financial statements and accountants report

                                      -27-
<PAGE>

                           GLEN MANOR RESOURCES, INC.
                            STATEMENTS OF CASH FLOWS


                                                            For the Year Ended
                                                                October 31,
                                                             2004        2003
                                                           --------    --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $(34,000)   $(10,215)
     Adjustments to reconcile net loss to net cash
     provided by (used in) operating  activities:
Issuance of stock for services                                7,950          --
Amortization                                                  2,595          --
Changes in operating assets and liabilities:
     (Increase)/decrease in accounts receivable              (1,007)         --
     Increase/(decrease) in accounts payable                  4,344       7,515
                                                           --------    --------

NET CASH USED BY OPERATING ACTIVITIES                       (20,118)     (2,700)
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
                                                           --------    --------
NET CASH USED IN INVESTING ACTIVITIES                            --          --
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party                   9,655          --
Principal payment on notes payable - related party           (9,655)
Proceeds from sale of stock                                  62,700       2,700
                                                           --------    --------
NET CASH FROM FINANCING ACTIVITIES                           62,700       2,700
                                                           --------    --------

NET INCREASE IN CASH                                         42,582          --
CASH - Beginning of period                                       --          --
                                                           --------    --------
CASH- End of period                                        $ 42,582    $     --
                                                           ========    ========

    See accompanying notes to the financial statements and accountants report

                                      -28-
<PAGE>

                            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.

         In June of 1999, the Company entered into a Property Acquisition
         Agreement whereby it purchased a 100% interest in twenty mineral
         claims. The Company retained Timothy Froude, Professional Geologist of
         Topsail, Newfoundland, to summarize the geology and mineral potential
         on its mineral claims near Roberts Arm, Newfoundland. His report is
         dated March 2, 2000. The mineral claims were staked December 6, 1999 by
         Frank Renaudat on behalf of the Company and named "Glen" claim. The
         Company did not renew the claim and it was forfeited in June of 2002.

         Subsequent to a change in management in 2003 the Company acquired a Two
         Percent (2%) leasehold working interest in a gas well located in Goliad
         County, Texas named the Pantell Lease from Energy Royalty Investments,
         LLC of Corpus Christy Texas. The working leasehold interest was
         evaluated by the Geological and Engineering Firm of Falcon-Meramec in
         Denver, Colorado who valued the acquisition at $25,000 U.S. dollars.
         The Company purchased the working interest for $17,500. The property is
         producing income at the rate of $575 to $750 per month since
         acquisition. 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 2004,
         the Company issued 6,027,000 shares in a private placement which raised
         $62,500. The Company also issued 4,377,000 shares for services valued
         at $7,950. Total shares outstanding at October 31, 2004, was
         26,187,220.

         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.

         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.

                                       29
<PAGE>

         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,
         2004, 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 our 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.

                                       30
<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,
         2004, 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 PURCHASE

         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 Falcon-Meramec
         Geologists and Engineers, two oil and gas engineers, 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.

NOTE 4.  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
                                       31
<PAGE>

         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.

NOTE 5.  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.

         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)

NOTE 6.  SUPPLEMENTAL DISCLOSURE

<TABLE>
<CAPTION>
                                                              For the Twelve   For the Twelve
                                                               Months Ended     Months Ended
                                                                October 31,      October 31,
                                                                   2004             2003
<S>                                                              <C>              <C>
  Contributions to capital for expense paid by related parties   $     --         $35,100
  Issuance of common stock for services                             7,950              --
</TABLE>

NOTE 7.  PROVISION FOR INCOME TAXES

         There was no income tax expense for the years ended October 31, 2004
         and 2003 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, 2004 and 2003
         (computed by applying the Federal Corporate tax rate of 34% to loss
         before taxes), as follows:

                                                           2004        2003
                                                        ---------   ---------
           Computed "expected" tax expense (benefit)    $ (13,000)  $  (3,500)
           Benefit of operating loss carryforwards         13,000       3,500
                                                        ---------   ---------
                                                        $      --   $      --
                                                        =========   =========

         The effects of temporary differences that gave rise to significant
         portions of deferred tax assets and liabilities at December 31, 2004
         and 2003 are as follows:

           DEFERRED TAX ASSETS:                2004        2003
                                             --------    --------
           Net operating loss carryforward   $ 41,000    $ 28,000
                                             --------    --------
           Less valuation allowance           (41,000)    (28,000)
                                             --------    --------
           NET DEFERRED TAX ASSETS           $     --    $     --
                                             ========    ========

         The Company has a net operating loss carryforward of approximately
         $120,000 available to offset future taxable income through 2024.

         The valuation allowance at October 31, 2004 was $41,000. The net change
         in valuation allowance during the year ended October 31, 2003 was an
         increase of $13,000.
                                      -32-