---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-QSB/A Amendment No. 1

[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended May 31, 2007.

[   ] Transition Report pursuant to 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period to

Commission File Number 333-142019

AOM MINERALS LTD.(Exact
name of small Business Issuer as specified in its charter)

|Nevada                                          | 98-0525503                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|2258 Heidi Avenue                               |                                  
|Burlington, Ontario,                            | L7M 3W4                          
|(Address of principal executive offices)        | (Postal or Zip Code)             
|                                                |                                  
|Issuers telephone number, including area code: | (905) 315 - 8832                 

_____________________________________________________(Former name, former address and former fiscal year, if changed since
last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the issuer was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days [X] Yes   [   ] No

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

State the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date: 11,000,000Shares of $0.001 par value Common Stock issued and outstanding as of June
30, 2007.

---

**PART 1  FINANCIAL INFORMATION**

Item 1. Financial Statements

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of
Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the three months ended May 31, 2007 are
not necessarily indicative of the results that can be expected for the year
ending November 30, 2007.

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AOM MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  FINANCIAL STATEMENTSAS OF MAY 31, 2007 (UNAUDITED)(Expressed in US Dollars)

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AOM MINERALS LTD.(AN EXPLORATION STAGE COMPANY)



CONTENTS



|PAGE  | 2     | BALANCE
        SHEET AS OF MAY 31, 2007 (UNAUDITED)                                                                                                                          
|----- | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |       |                                                                                                                                                                               
|PAGE  | 3     | STATEMENT
        OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2007 AND 2006,
        AND FOR THE PERIOD FROM JUNE 3, 2005 (INCEPTION) TO MAY 31, 2007 (UNAUDITED)
|      |       |                                                                                                                                                                               
|PAGE  | 4     | STATEMENT
        OF CHANGES IN STOCKHOLDERS EQUITY FOR THE PERIOD FROM JUNE 3, 2005
        (INCEPTION) TO MAY 31, 2007 (UNAUDITED)                                         
|      |       |                                                                                                                                                                               
|PAGE  | 5     | STATEMENT
        OF CASH FLOWS FOR THE SIX MONTHS ENDED MAY 31, 2007 AND 2006 AND FOR THE
        PERIOD FROM JUNE 3, 2005 (INCEPTION) TO MAY 31, 2007 (UNAUDITED)           
|      |       |                                                                                                                                                                               
|PAGES | 6 - 9 | NOTES
        TO UNAUDITED FINANCIAL STATEMENTS                                                                                                                               

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AOM MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  BALANCE SHEET (UNAUDITED)AS OF MAY 31, 2007

|ASSETS                                                              |  
|------------------------------------------------------------------- | -
|                                                                    |  
|CURRENT ASSETS                                                      |  
|Cash                                                                | $
|                                                                    |  
|Prepaid                                                             |  
|TOTAL ASSETS                                                        | $
|                                                                    |  
|                                                                    |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                |  
|                                                                    |  
|CURRENT LIABILITIES                                                 |  
|Accounts payable and accrued expenses                               | $
|                                                                    |  
|TOTAL LIABILITIES                                                   |  
|                                                                    |  
|                                                                    |  
|STOCKHOLDERS EQUITY                                                |  
|Common stock, $0.001 par value, 75,000,000
      shares authorized, |  
|11,000,000 shares issued and outstanding                            |  
|Additional paid in capital                                          |  
|Other comprehensive income (loss)                                   |  
|Accumulated deficit during exploration
      stage                  |  
|Total Stockholders Equity                                          |  
|                                                                    |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                          | $

See accompanying notes to unaudited financial statements. 
  2

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AOM MINERALS LTD.(AN EXPLORATION STAGE COMPANY)STATEMENTS OF OPERATIONS (UNAUDITED)(Expressed in US Dollars)

For the
      
      
      For the
      
      
      
      
      
      
      
      
      For theThree
      
      
      Three
      
      
      For the Six
      
      
      For the Six
      
      
      Period fromMonths
      
      
      Months
      
      
      Months
      
      
      Months
      
      
      June 3, 2005Ended May
      
      
      Ended May
      
      
      Ended May
      
      
      Ended May
      
      
      (Inception) to31,
        2007
      
      
      31,
        2006
      
      
      31,
        2007
      
      
      31,
        2006
      
      
      May
        31, 2007OPERATING EXPENSESProfessional fees
      $
      11,157
      
      $
      -
      
      $
      17,271
      
      $
      -
      
      $
      20,971Exploration costs and expenses
      
      1,019
      
      
      -
      
      
      2,519
      
      
      -
      
      
      6,219General and administrative
      
      1,202
      
      
      -
      
      
      2,455
      
      
      -
      
      
      6,385Impairment of mineral property
        rights
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      3,600Listing and filing
      
      2,251
      
      
      -
      
      
      3,451
      
      
      -
      
      
      3,878Total
        Operating Expenses
      
      15,629
      
      
      -
      
      
      25,696
      
      
      -
      
      
      41,053LOSS FROM OPERATIONS
      
      (15,629
      )
      
      -
      
      
      (25,696
      )
      
      -
      
      
      (41,053
      )OTHER INCOMEInterest income
      
      222
      
      
      -
      
      
      632
      
      
      -
      
      
      911Provision for Income Taxes
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -NET LOSS
      $
      (15,407
      )
      $
      -
      
      $
      (25,064
      )
      $
      -
      
      $
      (40,142
      )OTHER COMPREHENSIVE
      
      
      
      
      
      
      
      
      
      
      -INCOMEForeign currency transaction gain (loss)
      
      468
      
      
      -
      
      
      4
      
      
      
      
      
      2,912-COMPREHENSIVE LOSS
      $
      (14,939
      )
      $
      -
      
      $
      (25,060
      )
      $
      
      
      $
      (37,230
      )Net loss per share - basic and diluted
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      (0.01
      )Weighted average number of sharesoutstanding during the period - basicand diluted
      
      11,000,000
      
      
      8,191,304
      
      
      11,000,000
      
      
      5,700,000
      
      
      6,602,957


See accompanying notes to financial statements. 
  3

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AOMMINERALSLTD.(ANEXPLORATIONSTAGECOMPANY)STATEMENTOFSTOCKHOLDERSEQUITY(UNAUDITED)FOR THEPERIODFROMJUNE 3, 2005(INCEPTION)TO MAY 31, 2007(Expressedin USDollars)

AccumulatedAdditional
      
      
      Other
      
      
      Deficit DuringCommon Stock
      
      
      Paid-In
      
      
      Comprehensive
      
      
      ExplorationShares
      
      
      Amount
      
      
      Capital
      
      
      Income
      
      
      Stage
      
      
      TotalNet loss for the period from June 3, 2005(inception) to November 30, 2005
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      (368
      )
      $
      (368
      )Balance, November 30, 2005
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (368
      )
      
      (368
      )Common stock issued to founders forcash ($0.001 per share)
      5,500,000
      
      
      5,500
      
      
      -
      
      
      -
      
      
      -
      
      
      5,500Common stock issued for cash($0.01 per share)
      5,500,000
      
      
      5,500
      
      
      49,500
      
      
      -
      
      
      -
      
      
      55,000Net loss for the year ended November 30,2006
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (11,802
      )
      
      (11,802
      )Other comprehensive loss
      -
      
      
      -
      
      
      -
      
      
      (2,656
      )
      
      -
      
      
      (2,656
      )Total Comprehensive loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (14,458
      )BALANCE, NOVEMBER 30, 2006
      11,000,000
      
      
      11,000
      
      
      49,500
      
      
      (2,656
      )
      
      (12,170
      )
      
      45,674In-Kind Contribution of Expenses
      -
      
      
      -
      
      
      5,949
      
      
      -
      
      
      -
      
      
      5,949Net loss for the six months ended May31, 2007
      -
      
      
      -
      
      
      -
      
      
      
      
      
      (25,060
      )
      
      (25,060
      )Other comprehensive loss
      -
      
      
      -
      
      
      -
      
      
      1,115
      
      
      -
      
      
      1,115Total Comprehensive loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (23,945
      )BALANCE, MAY 31, 2007
      11,000,000
      
      $
      11,000
      
      $
      55,449
      
      $
      (1,541
      )
      $
      (37,230
      )
      $
      27,678


See accompanying notes to financial statements. 
  4

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AOM MINERALS LTD.(AN EXPLORATION STAGE COMPANY)STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                  |   |                |   |   |                |  |   | For the            |  
|------------------------------------------------- | - | -------------- | - | - | -------------- |  | - | ------------------ | -
|                                                  |   | For the Six    |   |   | For the Six    |  |   | Period from        |  
|                                                  |   | Months         |   |   | Months         |  |   | June 3, 2005       |  
|                                                  |   | Ended May      |   |   | Ended May      |  |   | (Inception) to     |  
|                                                  |   | 31,
      2007 |   |   | 31,
      2006 |  |   | May
      31, 2007 |  
|                                                  |   |                |   |   |                |  |   |                    |  
|CASH FLOWS FROM OPERATING                         |   |                |   |   |                |  |   |                    |  
|ACTIVITIES:                                       |   |                |   |   |                |  |   |                    |  
|Net loss                                          | $ | (25,060        | ) | $ | -              |  | $ | (37,230            | )
|Adjustments to reconcile net loss to net cash     |   |                |   |   |                |  |   |                    |  
|used in operating activities:                     |   |                |   |   |                |  |   |                    |  
|Impairment of mineral rights                      |   | -              |   |   | -              |  |   | 3,600              |  
|In-kind contribution of expenses                  |   | 2,400          |   |   |                |  |   | 5,949              |  
|Changes in operating assets and liabilities:      |   |                |   |   |                |  |   |                    |  
|Prepaid                                           |   | (2,620         | ) |   | -              |  |   | (2,620             | )
|Accounts Payable                                  |   | 6,885          |   |   | -              |  |   | 10,685             |  
|Net Cash Used In Operating Activities             |   | (18,395        | ) |   | -              |  |   | (19,616            | )
|                                                  |   |                |   |   |                |  |   |                    |  
|CASH FLOWS FROM INVESTING                         |   |                |   |   |                |  |   |                    |  
|ACTIVITIES                                        |   |                |   |   |                |  |   |                    |  
|Purchase of mineral property rights               |   | -              |   |   | -              |  |   | (3,600             | )
|Net
      Cash Used In Investing Activities       |   | -              |   |   | -              |  |   | (3,600             | )
|                                                  |   |                |   |   |                |  |   |                    |  
|CASH FLOWS FROM FINANCING                         |   |                |   |   |                |  |   |                    |  
|ACTIVITIES                                        |   |                |   |   |                |  |   |                    |  
|Proceeds from issuance of common stock            |   | -              |   |   | -              |  |   | 60,500             |  
|Net Cash Provided By Financing                    |   |                |   |   |                |  |   |                    |  
|Activities                                        |   | -              |   |   | -              |  |   | 60,500             |  
|                                                  |   |                |   |   |                |  |   |                    |  
|EFFECT OF EXCHANGE RATES ON CASH                  |   | 1,115          |   |   | -              |  |   | (1,541             | )
|                                                  |   |                |   |   |                |  |   |                    |  
|NET INCREASE (DECREASE) IN CASH                   |   | (18,395        | ) |   | -              |  |   | 37,284             |  
|                                                  |   |                |   |   |                |  |   |                    |  
|CASH AND CASH EQUIVALENTS AT                      |   |                |   |   |                |  |   |                    |  
|BEGINNING OF PERIOD                               |   | 53,023         |   |   | -              |  |   | -                  |  
|                                                  |   |                |   |   |                |  |   |                    |  
|CASH AND CASH EQUIVALENTS AT END                  |   |                |   |   |                |  |   |                    |  
|OF PERIOD                                         | $ | 35,743         |   | $ | -              |  | $ | 35,743             |  
|                                                  |   |                |   |   |                |  |   |                    |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |   |                |   |   |                |  |   |                    |  
|                                                  |   |                |   |   |                |  |   |                    |  
|Cash paid for interest                            | $ | -              |   | $ | -              |  | $ | -                  |  
|                                                  |   |                |   |   |                |  |   |                    |  
|Cash paid for taxes                               | $ | -              |   | $ | -              |  | $ | -                  |  

See accompanying notes to financial statements. 
  5

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AOM MINERALS LTD.(AN EXPLORATION STAGE COMPANY) 
  NOTES TO UNAUDITED FINANCIAL STATEMENTSAS OF MAY 31, 2007(Expressed in US Dollars)

|NOTE 1 | SUMMARY OF SIGNIFICANT
        ACCOUNTING POLICIES AND ORGANIZATION                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | (A) Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | The accompanying unaudited financial
        statements have been prepared in accordance with accounting principles
        generally accepted in The United States of America and the rules and regulations
        of the Securities and Exchange Commission for interim financial information.
        Accordingly, they do not include all the information necessary for a comprehensive
        presentation of financial position and results of operations.        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | It is management's opinion,
        however that all material adjustments (consisting of normal recurring
        adjustments) have been made which are necessary for a fair financial statements
        presentation. The results for the interim period are not necessarily indicative
        of the results to be expected for the year.                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | (B) Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | AOM Minerals Ltd (an exploration
        stage company) (the Company) was incorporated under the laws
        of the State of Nevada on June 3, 2005. The Company is a natural resource
        exploration company with an objective of acquiring, exploring and if warranted
        and feasible, developing natural resource properties. Activities during
        the exploration stage include developing the business plan and raising
        capital.          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | (C) Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | In preparing financial statements
        in conformity with generally accepted accounting principles, management
        is required to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and the disclosure of contingent assets
        and liabilities at the date of the financial statements and revenues and
        expenses during the reported period. Actual results could differ from
        those estimates.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | (D) Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | For purposes of the cash flow
        statements, the Company considers all highly liquid investments with original
        maturities of three months or less at the time of purchase to be cash
        equivalents.                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | (E) Mineral Property                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Pursuant to SFAS No. 141 and
        SFAS No. 142, as amended by EITF 04-02, mineral interest associated with
        other than owned properties are classified as tangible assets. The Company                                                                                                                                                                                                                                                                          

6

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**AOM MINERALS LTD. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO UNAUDITED FINANCIAL STATEMENTS AS OF MAY 31, 2007**(Expressed in US Dollars)

capitalized $3,600 related to the mineral
  rights which was subsequently impaired as of November 30, 2006.

(F) Long-Lived Assets

The Company accounts for long-lived
  assets under the Statements of Financial Accounting Standards Nos. 142 and 144
  Accounting for Goodwill and Other Intangible Assets and Accounting
  for Impairment or Disposal of Long-Lived Assets (SFAS No. 142 and
  144). In accordance with SFAS No. 142 and 144, long-lived assets, goodwill
  and certain identifiable intangible assets held and used by the Company are
  reviewed for impairment whenever events or changes in circumstances indicate
  that the carrying amount of an asset may not be recoverable. For purposes of
  evaluating the recoverability of long-lived assets, goodwill and intangible
  assets, the recoverability test is performed using undiscounted net cash flows
  related to the long-lived assets.

(G) Income Taxes

The Company accounts for income taxes
  under the Statement of Financial Accounting Standards No. 109, Accounting
  for Income Taxes (Statement 109). Under Statement 109, 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. 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. Under Statement 109, 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. As of May 31, 2007, the Company has a net
  operating loss carryforward of $37,230 available to offset future taxable income
  through 2027. The valuation allowance at May 31, 2007 was $12,689. The net change
  in the valuation allowance for the period ended May 31, 2007 was an increase
  of $5,110.

(H) Loss Per Share

Basic and diluted net loss per common
  share is computed based upon the weighted average common shares outstanding
  as defined by Financial Accounting Standards No. 128, Earnings per Share.
  As of May 31, 2007 and 2006, there were no common share equivalents outstanding.

(I) Business Segments

The Company operates in one segment
  and therefore segment information is not presented.

7

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**AOM MINERALS LTD. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO UNAUDITED FINANCIAL STATEMENTS AS OF MAY 31, 2007**(Expressed in US Dollars)

|       | (J) Recent Accounting
        Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | In June 2006, the FASB issued
        FASB Interpretation No. 48, Accounting for Uncertainty in
        Income Taxes, an interpretation of FASB Statements No. 109.
        In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.
        In September 2006, the FASB issued SFAS No. 158, Employers
        Accounting for Defined Benefit Pension and Other Postretirement
        Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R).
        In September 2006, the SEC issued Staff Accounting Bulletin (SAB)
        No. 108, Considering the Effects of Prior Year Misstatements
        when Quantifying Misstatements in Current Year Financial Statements.
        In February 2007, the Financial Accounting Standards Board (FASB) issued
        SFAS No. 159, The Fair Value Option for Financial Assets and
        Financial Liabilities  Including an Amendment of FASB Statement
        No. 115. These recent accounting pronouncements have no current
        applicability to the Company and have no effect on the financial statements.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | (K) Foreign Currency
        Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | In accordance with SFAS 52 "Foreign
        Currency Translation", the Company has determined that its functional
        currency is the United States Dollar. The Company recorded a comprehensive
        loss of $1,541 from the translation of cash held at a Canadian bank as
        of May 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | (L) Concentration of
        Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | The Company at times has cash
        in banks in excess of FDIC insurance limits. At May 31, 2007, the Company
        had no amounts, in excess of FDIC insurance limits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | At May 31, 2007, the Company
        had total cash of $38,831 US in a Canadian bank which is uninsured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | (M) Fair Value of Financial
        Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | The carrying amounts on the
        Companys financial instruments including accounts payable approximate
        fair value due to the relatively short period to maturity for this instrument                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|NOTE 2 | ACQUISITION OF MINERAL
        PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | On March 31, 2006, the Company
        entered into an agreement for an option to acquire a 100% interest in
        The Maybe Property in the Kettle River Region of British Columbia, Canada
        for a purchase price of $3,600. The property consists of 2 mineral claims
        known as the Kenrick #1 and Hard To Beat Claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

8

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**AOM MINERALS LTD. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO UNAUDITED FINANCIAL STATEMENTS AS OF MAY 31, 2007**(Expressed in US Dollars)

|       | In May 2006, a geological survey
        on the property was completed, geological report filed, and exploration
        program recommended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Because the company has not
        yet established the viability of the property, the mineral rights were
        impaired 100% as of November 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|NOTE 3 | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | On May 31, 2006, the Company
        issued 5,500,000 shares of common stock to its founders for cash of $5,500
        ($0.001 per share).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | On May 31, 2006, the Company
        issued 5,500,000 shares of common stock for cash of $55,000 ($0.01 per
        share).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | As of May 31, 2007, the Companys
        President contributed rent and administrative expenses with a fair value
        of $5,949 to the Company (See Note 4).                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|NOTE 4 | RELATED PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | As of May 31, 2007, the Companys
        President contributed rent and administrative expenses with a fair value
        of $5,949 to the Company (See Note 3).                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|NOTE 5 | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | As reflected in the accompanying
        financial statements, the Company is in the exploration stage with no
        operations and has a cash outflow from operations of $19,616 from inception.
        This raises substantial doubt about its ability to continue as a going
        concern. The ability of the Company to continue as a going concern is
        dependent on the Companys ability to raise additional capital and
        implement its business plan. The financial statements do not include any
        adjustments that might be necessary if the Company is unable to continue
        as a going concern.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Management believes that actions
        presently being taken to obtain additional funding and implement its strategic
        plans provide the opportunity for the Company to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                            

9

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Item 2. Managements Discussions and Analysis or Plan of
Operation

Forward-Looking Statements

This Form 10-QSB includes -" forward-looking statements" within
the meaning of the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements.

All statements other than historical facts included in this
Form, including without limitation, statements under "Plan of Operation",
regarding the Company's financial position, business strategy, and plans and
objectives of management of the Company for the future operations, are
forward-looking statements.

Although the Company believes that the expectations reflected
in such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations
include, but are not limited to, market conditions, competition and the ability
to successfully complete financing.

Aom Minerals Ltd. ("the Company", we, us) was incorporated
in the state of Nevada on June 3, 2005. On March 2, 2006, the company purchased
100% interest in two mineral properties known as the Maybe Mineral Claims
located in the Greenwood Mining Division of British Columbia, Canada. The
company paid to Ms Kimberley Sinclair, a North Vancouver, Canada resident,
$3,600 as consideration for the mineral claims purchase. The closing of the
agreement took place on March 2, 2006.

Description, Location, Access and Mineralization

The Maybe Mineral Claim is located in the Greenwood Mining
District in south central British Columbia, Canada, 14 miles northeast of the
Village of Beaverdell, and the Beaverdell and Midway mountain ranges beyond the
southern end of the Monashee Mountains. The property is situated on the west
side of Kettle River at the confluence of the Kettle and Crick Creek, in the
Greenwood Mining Region.

The property can be accessed from Beaverdell, British Columbia
by vehicle 21 miles northeast along Christian Valley Road then 11 miles south
along Westbridge Road. It can also be accessed from the Village of Rock Creek,
British Columbia by travelling north along Provincial Highway 33 to Westbridge.
The City of Kelowna, British Columbia, 78 miles northwest of Rock Creek, offers
the necessary infrastructure to carry out our explorationprogram.

The area of the Maybe property is mapped as being underlain by
arsenopyrite, chalcopyrite, pyrite, pyrrhotite and sphalerite. Mineralization
occurs in a northeasterly -50 degree east dipping quartz fissure caused by
contact with a shallow, north plunging anticline rockbed structure with a
convex, or upwards fold.

Observations on the property have revealed mineralization which
may have occurred due to mesothermal replacements or as vein-type of occurrences
in the crystal, lithic volcanic andesite rock and in the intrusive rock units or
skarn surroundings. The occurrences have been observed in the massive volcanic
areas and where there is medium grain-sized intrusive rock within the steep
dipping vertical faults and where there is some dissemination in the adjacent
wall of rock. Mineralization almost always is accompanied due to any type of
rock alteration.

Claim details:

Claim Name
    Tenure Number
    Cells
    Mining Division
    Expiry DateHard to Beat
    530404
    1
    Greenwood Mining Div.
    March 22, 2008Kenrick
    51393919
    9
    Greenwood Mining Div.
    June 3, 2008


---

The claims were created on March 2, 2006 and June 3, 2006
respectively and are in good standing until March 22, 2008 and June 3, 2008.
This means that the Hard to Beat claim will expire on March 22, 2008 and the
Kenrick claim will expire on June 3, 2008 unless we complete at least $100 worth
of exploration work on the claims by that date. If this required exploration
work is incurred, then the deadlines are extended to March 22, 2009 and June 3,
2009 respectively. In subsequent years, we must spend at least $200 per year on
the claims to extend the expiry date by one year.

We retained Mr. James W. McLeod, a professional geologist, to
complete an evaluation of the Maybe property and to prepare a geology report on
the claims.

Based on his review, Mr. McLeod concludes that the Maybe
property warrants further exploration due to the geochemistry and inferred
geological continuity.

Mr. McLeod recommends an initial exploration program consisting
of three phases. The estimated cost for the exploration program is $34,000. The
first phase would consist of prospecting and sampling in areas of exposed
mineralization. Prospecting involves analyzing rocks on the property surface
with a view to discovering indications of potential mineralization. Sampling
involves gathering pieces of rock that appear to contain precious metals such as
gold, and silver, or industrial metals such as copper and nickel. All samples
gathered are sent to a laboratory where they are crushed and analysed for metal
content.

The first phase is estimated to cost $4,000 as described below:

Budget  Phase I

| | Prospecting         | $ | 1,500 | 
| | ------------------- | - | ----- | 
| | Rock Sampling       | $ | 2,500 | 
| |                     |   |       | 
| | Total Cost Phase I: | $ | 4,000 | 

The second phase consists of grid controlled VLF-EM and
magnetometer surveys. A magnetometer survey measures the irregularities in the
magnetic field in a given area. A VLF (Very Low Frequency) uses radio waves to
determine whether rocks on a mineral property conduct electricity. Almost all of
the precious and base metals that we seek are above average conductors of
electricity and will affect VLF readings. An electromagnetic survey involves
measuring the strength of the earths magnetic field using very low frequency
wavelength. Variations in the magnetic readings on a property may indicate the
increased likelihood of precious or base minerals in the area.

The second phase is estimated to cost $12,000 as described
below:

Budget  Phase II

| | VLF-EM Survey        | $ | 6,000  | 
| | -------------------- | - | ------ | 
| | Magnetometer Survey  | $ | 6,000  | 
| | Total Cost Phase II: | $ | 12,000 | 

The third phase will consist of induced polarization surveys
and trenching of anomalies. Induced polarization surveys measure various
electrical responses to the passage of alternating currents of different
frequencies. Readings can indicate the presence of certain types of mineral
deposits. Trenching typically involves removing surface dirt and rock with heavy
equipment and gathering rock and soil samples from below the propertys surface
in areas with the most potential to host economically significant
mineralization. Anomalies refer to any departures from the norm that may
indicate the presence of mineralization in the underlying bedrock. In
geophysical and geochemical surveying, it is an area where the property has
significantly higher or lower mineralization that the surrounding area.

The third phase is estimated to cost $18,000 as described
below.

---

|Budget  Phase III         |   |        | 
|-------------------------- | - | ------ | 
|Induced
      Polarization | $ | 6,000  | 
|Trenching of anomalies     | $ | 12,000 | 
|Total Cost Phase III:      | $ | 18,000 | 

While the Company has sufficient funds to complete the
recommended phase one and two of the exploration program on the Maybe mineral
claim, it will require additional funding in to cover the anticipated
professional fees and general administrative expenses and to eventually proceed
with the proposed phase three of the recommended geological work program on the
property. The Company anticipates that additional funding will be required in
the form of equity financing from the sale of the companys common stock.
However the Company cannot provide investors with any assurance that it will be
able to secure sufficient funding from the sale of its common stock to fund the
subsequent phase four of the exploration program. The Company believes that debt
financing will not be an alternative for funding the complete exploration
program. The Company does not have any arrangements in place for any future
equity financings.

As of May 31, 2007 the Company had total assets of $ 38,363
consisting of $ 35,743 cash and $ 2,620 in prepaid expenses. This represents the
Companys present and only sources of liquidity.

The Companys liabilities at May31, 2007 totaled $ 10,685
consisting of accounts payables and accrued expenses.

For the three month period ending May 31, 2007 the Company
generated no revenues and has incurred operating expenses of $ 15,629 consisting
of $ 11,157 in professional fees, $ 1,019 in Exploration costs and expenses, $
1,202 in general and administrative expenses and $ 2,251 in listing and filing
fees.

For the six month period ending May 31, 2007 the Company
generated no revenues and has incurred operating expenses of $ 25,696 consisting
of $ 17,271 in professional fees, $ 2,519 in Exploration costs and expenses, $
2,455 in general and administrative expenses and $ 3,451 in listing and filing
fees.

The on-going negative cash flow from operations raises
substantial doubt about the Companys ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the
Companys ability to raise additional capital and implement its business plan.

The Company has not realized any revenues since inception, and
for the three month period ended May 31, 2007, and it is presently operating at
an ongoing deficit. The Company does not anticipate earning revenues unless it
enters into commercial production on the Lucky Strike mineral property.

Plan of Operation

The Companys plan of operation for the
next twelve months is to complete the recommended phase one, two and three
exploration programs on the Maybe property respectively as follows:

| | 1. | The first phase would consist of prospecting and sampling
      in areas of exposed mineralization and is anticipated to cost $
    4,000.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                           
| | 2. | The second phase consists of grid controlled VLF-EM and
      magnetometer survey is estimated to cost $ 12,000.                          
| |    |                                                                                                                                           
| | 3. | The third phase will consist of induced polarization
      surveys and trenching of anomalies and is estimated to cost
  $18,000.         

The Company plans to commence the phase one exploration program
on the Maybe property in the summer of 2007. The first phase would consist of
prospecting and sampling in areas of exposed mineralization. Prospecting
involves analyzing rocks on the property surface with a view to discovering
indications of potential mineralization. Sampling involves gathering pieces of
rock that appear to contain precious metals such as gold, and silver, or
industrial metals such as copper and nickel. All samples gathered will be sent
to a laboratory where they are

---

analysed for metal content. The first exploration work program
should take approximately up to two months to complete.

It will then undertake the phase two work program during the
summer of 2007 which will consist of grid controlled VLF-EM and magnetometer
surveys. A magnetometer survey measures the irregularities in the magnetic field
in a given area. A VLF (Very Low Frequency) uses radio waves to determine
whether rocks on a mineral property conduct electricity. Almost all of the
precious and base metals that we seek are above average conductors of
electricity and will affect VLF readings. An electromagnetic survey involves
measuring the strength of the earths magnetic field using very low frequency
wavelength. Variations in the magnetic readings on a property may indicate the
increased likelihood of precious or base minerals in the area. This program will
take approximately one month to complete.

The Company will then undertake the phase three work program
during the fall of 2007 which will consist of induced polarization surveys and
trenching of anomalies. Induced polarization surveys measure various electrical
responses to the passage of alternating currents of different frequencies.
Readings can indicate the presence of certain types of mineral deposits.
Trenching typically involves removing surface dirt and rock with heavy equipment
and gathering rock and soil samples from below the propertys surface in areas
with the most potential to host economically significant mineralization.
Anomalies refer to any departures from the norm that may indicate the presence
of mineralization in the underlying bedrock. In geophysical and geochemical
surveying, it is an area where the property has significantly higher or lower
mineralization that the surrounding area. This program will take approximately
one to three month to complete.

While the Company has sufficient funds to complete the
recommended phase one and two of the exploration work program, it does not have
the necessary funds to complete phase three of the recommended exploration
program and to support its business operation for the next twelve months. Unless
the company raises the necessary capital to implement its business plan during
the next twelve months, it will be unable to support its operations and it will
be forced to scale down or perhaps even cease its business operation.

In addition to the exploration program costs, the Company
anticipates incurring approximately $39,000 for administrative expenses
including accounting and audit costs ($13,000), legal fees ($8,000), rent and
office costs ($6,000), computer costs ($3,000), telephone costs ($2,000), Edgar
filings ($2,000) and general administrative costs ($5,000) over the next 12
months.

On April 11, 2007 the Company filed a Registration Statement on
Form SB2 with the Securities and Exchange Commission of the United States in
order to gain a full reporting status in the United States and to register
5,500,000 shares in its capital stock.

The company became a reporting Company upon effectiveness of
its Registration Statement on Form SB2 on May 17, 2007.

The Company has retained a market maker to sponsor a 15c211
application with the National Association of Securities Dealers (NASD) in order
to have its common shares posted for trading on the NASD Over the Counter
Bulletin Board (OTC BB) upon approval of this application.

CRITICAL ACCOUNTING POLICIES

We have identified the policies outlined below as critical to
our business operations. The list is not intended to be a comprehensive list of
all of our accounting policies. In many cases, the accounting treatment of a
particular transaction is specifically dictated by accounting principles
generally accepted in the United States, with no need for management's judgment
in their application. The impact and any associated risks related to these
policies on our business operations is discussed throughout Management's Plan of
Operations where such policies affect our reported and expected financial
results. Note that our preparation of the financial statements requires us to
make estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.

---

Mineral Interest

Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF 04-02, mineral interest associated with other than owned properties are classified as tangible assets.  The Company capitalized $3,600 related to the mineral rights which was
subsequently impaired as of November 30, 2006.

Going Concern

As reflected in the accompanying financial statements, the Company is in the exploration stage with limited operations and with a negative cash flow from operations of $19,616 from inception. This raises substantial doubt about its ability to
continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. In addition, we will require additional funds to expand operations and for further exploration

Management has plans to seek additional capital funding to implement its business plan through private placement and public offerings of common shares in its capital stock

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109. In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R). In
September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. In February 2007, the
Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115. These recent accounting pronouncements
have no current applicability to the Company and have no effect on the financial statements.

Item 3. Controls and Procedures

Our management, which includes our Chief Executive Officer and our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the
Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") as of the end of the period covered by this report. Based upon that evaluation, our management has concluded that our disclosure controls and procedures are
effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended. There have been no significant changes made in our internal controls or
in other factors that could significantly affect our internal controls subsequent to the end of the period covered by this report based on such evaluation.

PART II - OTHER INFORMATION

**Item 1. Legal Proceedings**

---

The Company is not a party to any pending legal proceeding.
Management is not aware of any threatened litigation, claims or assessments.

**Item 2. Unregistered Sales of Equity Securities and Use
  of Proceeds**

None

**Item 3. Defaults Upon Senior Securities**

None

**Item 4. Submission of Matters to a Vote of Security Holders**

None

**Item 5. Other Information**

None

**Item 6. Exhibits and Report on Form 8-K**

|31.1 | Certification of Chief Executive
        Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|31.2 | Certification of Chief Accounting
        Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002                                                      
|     |                                                                                                                                                                   
|32.1 | Certification of Chief Executive
        Officer pursuant to 18 U.S.C. section 1350,as adopted pursuant
        to section 906 of the Sarbanes-Oxley act of 2002. 
|     |                                                                                                                                                                   
|32.2 | Certification of Chief Accounting
        Officer pursuant to U. S. C. section 1350, as adopted pursuant to section
        906 of the Sarbanes-Oxley act of 2002.

There were no reports filed on form 8K during the three months
ending May 31, 2007.

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Aom Minerals Ltd.

/s/ Michael
ShamberMichael
Shamber, Director

Date: August
  20, 2007 .

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