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

                                  FORM 10-KSB


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

                    For the fiscal year ended July 31, 2008

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

     For the transition period from _________________ to __________________

                       Commission file number: 333-119848

                                AAA ENERGY, INC.
                 (Name of small business issuer in its charter)

                Nevada                                             90-0338080
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

                   573 Jie Fang Road N., Guangzhou, China
                    (Address of principal executive offices)

                                 (86)20-3984-8808
                           Issuer's telephone number

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

Title of each class                    Name of each exchange on which
to be so registered                    each class is to be registered

None                                                        None

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

Common Stock
(Title of Class)

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

                 Yes      X      No _____




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

                 Yes      X      No _____

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                 Yes     X       No _____

State issuer's revenues for its most recent fiscal year:          Nil

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days.  (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

$30,844,798 as at October 21, 2008 based on the closing trading price of our
common stock

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

34,272,000 shares of common stock as at October 21, 2008




























<PAGE>
                               TABLE OF CONTENTS

                                                                    PAGE

ITEM 1:  DESCRIPTION OF BUSINESS                                       4

ITEM 2:  DESCRIPTION OF PROPERTY                                       6

ITEM 3:  LEGAL PROCEEDINGS                                             6

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           6

ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS      6

ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION     7

ITEM 7:  FINANCIAL STATEMENTS                                          8

ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURES                                     22

ITEM 8A: CONTROLS AND PROCEDURES                                       22

ITEM 8B: CHANGES IN INTERNAL CONTROLS                                  23

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS  23

ITEM 10: EXECUTIVE COMPENSATION                                        24

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT                                                    25

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                25

ITEM 13: EXHIBITS AND REPORTS                                          26

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES                        26
























<PAGE>
PART I

ITEM 1:  DESCRIPTION OF BUSINESS

IN GENERAL

We commenced operations as a company involved in the acquisition and
exploration of resource properties and initially held a 100% interest in five
mineral claims comprising the BA property.  During the fiscal year ended July
31, 2006, our interest in the BA property lapsed.

We are continuing to review other potential acquisitions in the resource
sector. Currently, we are in the process of completing a due diligence
investigation of various opportunities in the base precious metals sectors in
China. Specifically, during the year ended July 31, 2008, the Company undertook
various due diligence trips to China to field visit and commence negotiations
on various Molybdenum prospects located in Guangdong, Henan and Shaanxi
Provinces.  However, there is no guarantee that we will be able to reach any
definitive agreement to acquire such assets.

During the year ended July 31, 2008, the Company entered into an Earn-in
Arrangement with Da Hua Mining Enterprise Limited ("Da Hua").  Under the terms
of the arrangement, the Company can acquire an initial 48% undivided equity
interest in the Lechang Shandmudong Mine ("The Property") located in the
Guangdong Province by completing within a 2-year period an investment of
RMB25 million (approximately US$3.4 million) in a newly formed Chinese company
("Newco") that will hold the exploration and production licenses underlying the
Property.  Of the total RMB25 million invested, RMB10 million will be expended
towards the approval by the Guandong Provincial Bureau of Geology and Mineral
Resources and transfer of a 30-year exploration and Production license
underlying the Property into Newco.  The balance of RMB15 Million will be
utilized by Newco towards exploration, production and development Expenditures
on the Property. However, to date, a formal agreement has not been executed.

EMPLOYEES

We have no employees as of the date of this annual report other than our sole
director in the Company.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any other research or development expenditures since our
incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

RISK FACTORS

An investment in our common stock involves a high degree of risk.  You should
carefully consider the risks described below and the other information in this
annual report before investing in our common stock. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to
any of these risks, and you may lose all or part of your investment.





<PAGE>
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete any acquisition
of a business interest and fund its future development.  As of July 31, 2008,
we had cash in the amount of $10,506.  We currently do not have any operations
and we have no income.  We will require additional funds to review, acquire and
develop business assets.

The Company has previously announced that it was proceeding with the sale of up
to $1,000,000 in convertible debentures to finance potential acquisition of
natural and mineral resource projects and for working capital requirements,
including administrative expenses and costs incurred in connection with our
review of potential projects.  Although upon the completion of the convertible
debenture financing, we will have sufficient funds for any immediate working
capital needs, additional funding may still be required in the form of equity
financing from the sale of our common stock.  However, we do not have any
arrangements in place for any future equity financing.

BECAUSE WE DO NOT HAVE ANY BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS
FAILURE.

We were incorporated on May 26, 2004 and have been involved in the acquisition
and exploration of mineral exploration properties. We were unsuccessful in this
initial business plan and are now seeking to acquire an interest in alternative
assets.  We may not be able to identify and acquire any interest in suitable
business assets.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that
we will generate any operating revenues or ever achieve profitable operations.
If we are unsuccessful in addressing these risks, our business will fail.

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.

We have incurred losses since our inception resulting in an accumulated deficit
of $628,130 at July 31, 2008.  Further losses are anticipated in the
acquisition and development of a business.  As a result, there is substantial
doubt about our ability to continue as a going concern. Our ability to continue
as a going concern is dependent upon our ability to generate profitable
operations in the future and/or to obtain the necessary financing to meet our
obligations and repay our liabilities arising from normal business operations
when they come due.  If we cannot raise financing to meet our obligations, we
will be insolvent and will cease business operations.

BECAUSE FORMER MANAGEMENT OWNS 52.5% OF OUR OUTSTANDING COMMON STOCK, THEY
COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER
MINORITY SHAREHOLDERS.

A former President and a former director together own approximately 52.5% of
the outstanding shares of our common stock.  Accordingly, they will have a
significant influence in determining the outcome of all corporate transactions
or other matters, including mergers, consolidations, and the sale of all or
substantially all of our assets.  They will also have the power to prevent or
cause a change in control. The interests of our former directors may differ
from the interests of the other stockholders and thus result in corporate
decisions that are disadvantageous to other shareholders.




<PAGE>
BECAUSE OUR DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, CEO and Principal Financial Officer, Mr. Kwan intend to
respectively devote 30% of his business time to our affairs.  It is
possible that the demands on Mr. Kwan from their other obligations could
increase with the result that he would no longer be able to devote sufficient
time
to the management of our business.  In addition, Mr. Kwan may not possess
sufficient
time for our business if the demands of managing our business increased
substantially
beyond current levels.

OUR COMMON SHARES ARE CONSIDERED PENNY STOCK, WHICH LIMITS AN INVESTOR'S
ABILITY TO SELL THE STOCK.

Our shares of common stock constitute penny stock under the Securities and
Exchange Act.  The shares will remain penny stock for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer
to sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his or her investment.  Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in our company will be
subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act.
Rather than creating a need to

comply with those rules, some broker-dealers will refuse to attempt to sell
penny stock.

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements.  Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this annual report.

ITEM 2:  DESCRIPTION OF PROPERTY

We do not have any ownership or leasehold interest in any property.  Our
president, Mr. Siu Man Kwan, provides us with office space and related office
services free of charge.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.


ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of our fiscal year to a
vote of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our shares of common stock were quoted on the OTC Bulletin Board under the
symbol AAAE.OB



<PAGE>
The following table sets forth the average high and low bid quotations
quarterly for our shares of commong stock during the last fiscal year ended
July 31, 2008. These quotations reflect inter-dealer prices without retail
mark-up, mark-down or commissions and may not represent actual transactions.

2008 Period                                        High   Low    Close

4th Quarter May 1, 2008 - July 31, 2008            $0.31  $0.03  $0.06
3rd Quarter February 1, 2008 - April 30, 2008      $0.08  $0.03  $0.03
2nd Quarter November 1, 2007 - January 31, 2008    $0.90  $0.42  $0.51
1st Quarter August 1, 2007 - October 31, 2007      $2.00  $0.61  $0.71

We had 22 shareholders of record as at the date of this annual report.

DIVIDENDS

There  are  no  restrictions  in our articles of incorporation or  bylaws  that
prevent us from declaring dividends.  The  Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where, after  giving  effect  to  the
distribution of the dividend:

1.    we would not be able to pay our debts as they become due in the usual
      course of business; or

2.    our total assets would be less than the sum of our total  liabilities
      plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving the
      distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

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

Our plan of operation for the twelve months following the date of this annual
report is to continue to review other potential acquisitions in the resource
sector.  Currently, we are in the process of completing due diligence
investigation of various opportunities in the base metal sector and
investigating opportunities in the alternative energy and environmental
sectors.

On February 12 2008, the Company entered into an Earn-in Arrangement
with Da Hua Mining Enterprise Limited ("Da Hua").  Under the terms of the
arrangement,
the Company can acquire an initial 48% undivided equity interest in the Lechang
Shandmudong Mine ("The Property") located in the Guangdong Province by
completing within a 2-year period an investment of RMB25 million (approximately
US$3.4
million) in a newly formed Chinese company ("Newco") that will hold the
exploration
and production licenses underlying the Property.  Of the total RMB25 million
invested,
RMB10 million will be expended towards the approval by the Guandong Provincial
Bureau of Geology and Mineral Resources and transfer of a 30-year exploration
and
Production license underlying the Property into Newco.  The balance of RMB15
Million will be utilized by Newco towards exploration, production and
development Expenditures on the Property. However, to date, a formal agreement
has not been executed.

As well, we anticipate spending an additional $25,000 on administrative fees,
including fees we will incur in complying with reporting obligations.  Total
expenditures over the next 12 months are therefore expected to be $50,000.

While we have enough funds on hand to cover our administrative expenses for the
next 4 months, we will need additional funding for the review, acquisition and
development of business assets.  We anticipate that additional funding will be
required in the form of equity financing from the sale of our common stock.



<PAGE>
However, we do not have any arrangements in place for any future equity
financing.

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED JULY 31, 2008

We did not earn any revenues during the fiscal year ended July 31, 2008.  We
incurred operating expenses in the amount of $369,352 for the fiscal year.
These operating expenses were comprised of consulting fees of $49,916, travel
and promotion fees of $49,808, interest expense of $186,858, mineral property
costs of $25,137 investor relations fees of $10,000, accounting and audit
fees of $22,625, filing and transfer agent fees of $250, legal fees of $2,500,
office costs of $21,839 and bank charges of $419.

Our net loss in fiscal 2008 ($369,352) was higher than in fiscal 2007 ($197,161)
primarily due to an increase in interest expense ($186,858 in 2008 as compared
to $47,370 in 2007), an increase in accounting and audit fees ($22,625 in 2008
as compared to $9,136 in 2007), an increase in mineral property costs ($25,137
in 2008 as compared to $5,000 in 2007), and an increase in office expenses
($21,839 in 2008  as compared to $8,136 in 2007).

We have not attained profitable operations and are dependent upon obtaining
financing to pursue future acquisitions.  For these reasons, there is
substantial doubt that we will be able to continue as a going concern.

ITEM 7:  FINANCIAL STATEMENTS








<PAGE>



















                                AAA ENERGY INC.

                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                 JULY 31, 2008
















<PAGE>



To the Stockholders and Board of Directors of AAA Energy Inc.


We  have  audited  the  accompanying  balance  sheets  of  AAA  Energy Inc. (an
exploration  stage  company)  as  of  July  31,  2008  and 2007 and the related
statements of operations, cash flows and stockholders' deficit  for  the  years
then ended and the period from May 26, 2004 (Inception) to July 31, 2008. These
financial  statements  are  the responsibility of the Company's management. Our
responsibility is to express  an opinion on these financial statements based on
our audits.


We conducted our audits in accordance  with the standards of the Public Company
Accounting Oversight Board (United States).  Those  standards  require  that we
plan  and perform an audit to obtain reasonable assurance whether the financial
statements  are  free  of material misstatement. The Company is not required to
have, nor were we engaged  to  perform,  an  audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing audit  procedures  that  are
appropriate in the circumstances, but not  for  the  purpose  of  expressing an
opinion  on the effectiveness of the Company's internal control over  financial
reporting.  Accordingly,  we  express  no  such opinion. An audit also includes
examining, on a test basis, evidence supporting  the amounts and disclosures in
the  financial  statements.  An  audit also includes assessing  the  accounting
principles  used and significant estimates  made  by  management,  as  well  as
evaluating the  overall  financial  statement presentation. We believe that our
audits provide a reasonable basis for our opinion.


In our opinion, these financial statements  present  fairly,  in  all  material
respects,  the  financial position of AAA Energy, Inc. as of July 31, 2008  and
2007 and the results  of  its  operations and its cash flows for the years then
ended  and  the period from May 26,  2004  (Inception)  to  July  31,  2008  in
conformity with  accounting  principles generally accepted in the United States
of America.


The accompanying financial statements  have  been  prepared  assuming  that the
Company  will  continue  as  a  going  concern.  As  discussed in Note 1 to the
financial  statements,  the  Company  is  in  the exploration  stage,  has  not
generated  revenues  since inception, has incurred  losses  in  developing  its
business, and further  losses  are anticipated. The Company requires additional
funds to meet its obligations and  the  costs  of its operations. These factors
raise substantial doubt about the Company's ability  to  continue  as  a  going
concern.  Management's  plans  in  this  regard  are  described  in Note 1. The
financial statements do not include any adjustments that might result  from the
outcome of this uncertainty.


  "DMCL"
                                          DALE MATHESON CARR-HILTON LABONTE LLP
                                                          CHARTERED ACCOUNTANTS
Vancouver, Canada
October  8, 2008











<PAGE>
AAA ENERGY INC.
(An Exploration Stage Company)
BALANCE SHEETS

<TABLE>
<CAPTION>

<S>                                                   <C>            <C>
                                                         July 31,    July 31,
                                                         2008        2007

                                      ASSETS
Current
 Cash                                                    $10,506    $114,425
 Prepaid expenses                                         24,681     -

Total Assets                                             $35,187    $114,425


                                   LIABILITIES
Current
 Accounts payable and accrued liabilities                $43,113    $39,857
 Due to related party (Note 3)                            6,476      6,476
 Convertible Note (Note 4)                                244,921    -

                                                          294,510    46,333

Convertible Note (Note 4)                                 -          58,063

Total Liabilities                                         294,510    104,396


                          STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock (Note 5)
 Authorized:
 100,000,000 common shares $0.001 par value
 Issued:
 34,272,000 common shares
 (July 31, 2007 - 34,272,000 shares)                      34,272     34,272
Additional paid-in capital                                334,535    234,535
Deficit accumulated during the exploration stage          (628,130)  (258,778)

Total Stockholders' Equity  (Deficit)                     (259,323)  10,029

Total Liabilities and Stockholders' Equity  (Deficit)    $35,187    $114,425

</TABLE>

COMMITMENT  (Note 6)










   The accompanying notes are an integral part of these financial statements.



<PAGE>
AAA ENERGY INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

<S>                            <C>            <C>        <C>


                                                         Cumulative From
                                                         May 26, 2004
                                     Year ended          (Inception) to
                                     July 31,            July 31,
                               2008           2007       2008

EXPENSES
 Accounting and audit fees     $22,625        $9,136     $59,636
 Bank charges                   419            236        993
 Consulting fees (Note 3)       49,916         46,383     109,299
 Filing and transfer agent fees 250            1,749      7,748
 Interest expense (Note 4)      186,858        47,370     234,228
 Investor relations             10,000         19,350     29,350
 Legal fees                     2,500          10,000     19,530
 Mineral property costs
 (Note 6)                       25,137         5,000      37,637
 Office expenses                21,839         8,136      30,100
 Travel and promotion           49,808         49,801     99,609
NET LOSS                       $(396,352)     $(197,161) $(628,130)

LOSS PER SHARE -
BASIC AND DILUTED              $(0.01)        $(0.01)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC
AND DILUTED                     34,272,000     34,272,000

</TABLE>




















   The accompanying notes are an integral part of these financial statements.



<PAGE>
AAA ENERGY INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

<S>                            <C>            <C>        <C>
                                                         Cumulative From
                                                         May 26, 2004
                                     Year ended          (Inception) to
                                     July 31,            July 31,
                               2008           2007       2008


CASH FLOWS FROM OPERATING
ACTIVITIES

Net loss                      $(369,352)    $(197,161)  $(628,130)
Non cash items:
 Accrued interest expense      186,858       47,370      234,228
 Shares issued for mineral
 property costs                -             -           500

Change in non-cash working
capital items:
 Prepaid expenses              (24,681)      -           (24,681)
 Accounts payable and
 accrued liabilities           3,256         18,306      43,113

NET CASH USED IN OPERATIONS    (203,919)     (131,485)   (374,970)

CASH FLOWS FROM FINANCING
ACTIVITIES

Due to related party           -             -            6,476
Capital stock issued for cash  -             -            94,000
Proceeds from issuance of
convertible note               100,000       185,000      285,000

NET CASH PROVIDED BY
FINANCING ACTIVITIES           100,000       185,000      385,476

INCREASE (DECREASE) IN CASH    (103,919)     53,515       10,506

CASH, BEGINNING                114,425       60,910       -

CASH, ENDING                  $10,506       $114,425     $10,506

SUPPLEMENTAL CASH FLOW
DISCLOSURES:
Cash paid for
 Interest                     $-            $-           $-
 Income taxes                 $-            $-           $-
 Non cash item:
 Shares issued for
 acquisition of mineral
 property                     $-            $-           $500

</TABLE>







   The accompanying notes are an integral part of these financial statements.



<PAGE>
AAA ENERGY INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
May 26, 2004 (Inception) to July 31, 2008
<TABLE>
<CAPTION>
<S>                    <C>       <C>         <C>         <C>           <C>
                                                          Deficit
                                                          Accumulated
                                             Additional   During the
                          Common Shares      Paid-in      EXploration
                       Number    Par Value   Capital      Stage       Total

Balance May 26, 2004
(Inception)            $-        $-          $-           $-          $-
Capital stock issued
for cash
 - June, 2004 at
    $0.001            18,000,000  18,000      (15,000)     -           3,000
 - June, 2004 at
   $0.01              10,800,000  10,800      7,200        -           18,000
 - July, 2004 at
   $0.05              1,200,000   1,200       8,800        -           10,000
Capital stock issued
for mineral property  3,000,000   3,000       (2,500)      -           500
Net loss              -           -           -            (4,064)     (4,064)
Balance, July 31,
2004                  33,000,000  33,000      (1,500)      (4,064)     27,436
Capital stock issued
for cash
 - August, 2004 at
   $0.25              72,000      72          2,928        -           3,000
Net loss              -           -           -            (21,511)    (21,511)
Balance, July 31,
2005                  33,072,000  33,072      1,428        (25,575)    8,925
Capital stock issued
for cash
 - July, 2006 at
   $0.30              1,200,000   1,200       58,800       -           60,000
Net loss              -           -           -            (36,042)   (36,042)
Balance, July 31,
2006                  34,272,000  34,272      60,228       (61,617)   32,883
Beneficial conversion
feature of convertible
debt                  -          -             174,307      -         174,307
Net loss              -          -             -            (197,161) (197,161)
Balance, July 31,
2007                  34,272,000 34,272        234,535      (258,778) 10,029
Beneficial conversion
feature of convertible
debt                  -          -             100,000      -         100,000
Net loss              -          -             -            (369,352) (369,352)
Balance, July 31,
2008                  34,272,000 34,272        334,535      (628,130) (259,323)

</TABLE>












   The accompanying notes are an integral part of these financial statements.



<PAGE>
Note 1 Basis of Presentation

AAA  Energy Inc. (the "Company") was incorporated under the law of the State of
Nevada on May 26, 2004.  The Company is an Exploration Stage Company as defined
by Statement of Financial  Accounting  Standard  ("SFAS") No. 7. The Company's
principle business is the acquisition and exploration of resource properties.

These  financial statements have been prepared on a going concern  basis  which
assumes  the  Company  will be able  to  realize  its assets and discharge its
liabilities in the normal course of business for the foreseeable  future.   The
Company has incurred losses since inception resulting in an accumulated deficit
of $628,130 as at July  31, 2008  and  further losses are anticipated in the
development  of its business raising substantial  doubt  about  the  Company's
ability to continue as a going  concern.  The  ability  to continue as a going
concern is dependent upon the Company generating profitable operations  in  the
future  and/or  to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business  operations  when they come
due. Management intends to finance operating costs over the next twelve  months
with existing cash on hand and loans from directors and or private placement of
common stock.

Note 2 Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the  Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and
are expressed in US dollars. The Company's fiscal year end is July 31.

Exploration Stage Company

The Company is considered to be in the exploration stage, pursuant to Statement
of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises".

Mineral Property Costs

Mineral  property exploration and development costs are expensed as incurred
until such time as economic reserves are quantified. The Company has considered
the guidance under EITF 04-2 and has determined that capitalization of mineral
property  acquisition costs is  inappropriate  at  the  current  stage  of  the
Company's mineral property exploration  activities. To  date,  the  Company's
mineral  interests consist mainly of exploration stage properties. Furthermore,
there is uncertainty as to the Company's ability to fund the exploration work
necessary to determine if the properties have recoverable reserves or any
future economic benefits. As a result, acquisition costs to date are considered
to be impaired  and accordingly, have been written off as mineral property
expenditures.

Use of Estimates and Assumptions

The preparation  of  financial statements in conformity  with  United  States
generally  accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the  date of the financial
statements  and  the  reported  amounts  of  revenues  and expenses during the
reporting period. Actual results could differ from those estimates.






<PAGE>
Note 2 Summary of Significant Accounting Policies - (continued)

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation," foreign denominated  monetary
assets and  liabilities  are  translated  into  their  United  States  dollar
equivalents using  foreign exchange  rates which prevailed at the balance sheet
date. Revenue and expenses are translated at average rates of exchange during
the  year.  Gains or losses resulting from foreign  currency transactions are
included in results of operations.

Financial Instruments

The carrying value of cash, accounts payable, amounts due to related party, and
convertible note approximates their fair value because of the short maturity of
these instruments. The Company's operations are in Canada and virtually all of
its  assets and liabilities are giving rise to significant exposure  to  market
risks from changes in foreign currency rates. The financial risk is the risk to
the Company's operations that arise from fluctuations in foreign exchange rates
and the degree of volatility of these rates. Currently, the Company does not
use derivative instruments to reduce its exposure to foreign currency risk.

Environmental Costs

Environmental expenditures that relate  to  current  operations are charged to
operations  or  capitalized  as  appropriate. Expenditures that  relate  to  an
existing condition caused by past operations, and  which do not  contribute to
current or future revenue generation, are charged to operations. Liabilities
are recorded when environmental assessments and/or remedial efforts are
probable, and the cost can be reasonably estimated. Generally, the timing of
these accruals coincides with the earlier of completion of a feasibility study
or the Company's commitments to a plan of action based on the then known facts.

Income Taxes

The Company  has adopted SFAS No. 109 as of its inception. Pursuant to SFAS No.
109, the Company is required  to compute tax assets benefits for net operating
losses carried forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating  losses carried
forward in future years, and is reduced to $Nil by a valuation allowance.

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies  the
accounting  for  uncertainty  in income taxes by prescribing  a two-step method
of first evaluating whether a tax position has met a more likely than not
recognition  threshold  and,  second, measuring  that tax position to determine
the amount of benefit to be  recognized in the financial  statements. FIN 48
provides  guidance  on the  presentation  of  such  positions  within  a
classified balance sheet as well as on de-recognition,  interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 was adopted
by the Company on August 1, 2007.
















<PAGE>
Note 2 Summary of Significant Accounting Policies - (continued)

Basic and Diluted Net Loss Per Share

The Company computes net income  (loss)  per share in accordance with SFAS No.
128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted  earnings per share (EPS) on the face of the statement of operations.
Basic EPS  is  computed  by  dividing  net  income (loss) available  to common
shareholders  (numerator) by  the weighted average number of shares outstanding
(denominator) during the period. Diluted  EPS  gives  effect  to  all  dilutive
potential common shares outstanding during the period using the treasury  stock
method. In computing  Diluted EPS,  the average stock price for the period is
used  in determining the number of shares assumed to be  purchased  from  the
exercise  of  stock  options  or  warrants.  Diluted EPS  excludes all dilutive
potential shares if their effect is anti-dilutive.

Comprehensive Loss

SFAS No. 130, "Reporting Comprehensive Income," establishes  standards  for the
reporting and display of comprehensive loss and its components in the financial
statements.  As at July  31,  2008  and  2007,  the  Company has no items that
represent other comprehensive loss and, therefore, has not  included a schedule
of comprehensive loss in the financial statements.

Recent Accounting Pronouncements

In  May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-An interpretation
of FASB  Statement  No. 60".  SFAS  163  requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial obligation.  It
also  clarifies how SFAS 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to  be  used to account for premium
revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for  fiscal years beginning after December 15, 2008, except
for some disclosures about  the  insurance enterprise's risk-management
activities. SFAS 163 requires that disclosures about the risk-management
activities  of  the  insurance enterprise be effective for the  first  period
beginning after issuance. Except for those disclosures, earlier application is
not  permitted.   The  adoption of this statement will have no effect on the
Company's financial statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of non-governmental entities that are
presented in conformity with  generally  accepted accounting principles in the
United States. It is effective 60 days following  the  SEC's  approval  of  the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly  in  Conformity  With  Generally  Accepted Accounting
Principles".  The adoption  of  this  statement is not expected to have a
material effect  on  the Company's financial statements.





















<PAGE>
Note 2 Summary of Significant Accounting Policies - (continued)

Recent Accounting Pronouncements - (continued)

In March  2008,  FASB  issued  SFAS  No.  161,  "Disclosures  about  Derivative
Instruments and Hedging Activities - an  amendment to FASB Statement No. 133".
SFAS  No.  161 is intended  to  improve  financial  standards  for  derivative
instruments and hedging activities by requiring enhanced  disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required to provide
enhanced disclosures  about:  (a) how and why an entity uses derivative
instruments; (b) how derivative instruments  and  related  hedged  items are
accounted for under Statement 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect  an entity's financial
position, financial performance, and cash flows.  It is effective for financial
statements issued for fiscal years beginning after November 15,  2008, with
early adoption encouraged.  The adoption of this statement is not expected to
have  a material effect on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 141R, "Business Combinations".  This
statement replaces SFAS 141 and defines the acquirer in a business combination
as the entity that obtains  control of one  or  more  businesses in a business
combination and establishes the acquisition date as the date that the acquirer
achieves  control.  SFAS  141R  requires an  acquirer  to  recognize the assets
acquired,  the  liabilities  assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that
date. SFAS 141R also requires the acquirer to recognize  contingent
consideration at the acquisition date, measured at its fair value at that date.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. Earlier  adoption  is
prohibited.  The adoption  of  this  statement  is  not expected to have a
material effect on the Company's financial statements.

In December 2007, the FASB issued SFAS  No.  160, "Non-controlling Interests in
Consolidated  Financial Statements Liabilities -an Amendment of  ARB  No.  51".
This statement amends ARB 51 to establish accounting and reporting standards
for the Non-controlling interest in a subsidiary and for the deconsolidation of
a subsidiary. This statement is effective for fiscal years, and interim periods
within  those  fiscal years, beginning on or after December 15,  2008.  Earlier
adoption is prohibited. The adoption of this statement is not expected to have
a material effect on the Company's financial statements.

Note 3 Related Party Transactions

At July 31, 2008, the  Company owes $6,476 (2007 - $6,476) to a director of the
Company for expenses incurred on behalf of the Company. The amount is
unsecured, non-interest bearing and  has  no  specified terms of repayment.
During the year ended July 31, 2008, $1,500 (2007 -  $nil)  was  paid  in
consulting fees to the director of the Company.

During  the  year  ended  July  31, 2008, $19,650 (2007 - $4,500)  was  paid in
consulting fees to the former president of the Company.

During the year ended July 31, 2008, $3,276 (2007 - $Nil) was paid in
consulting fees to the president of the Company.

Related party transactions are measured  at  the exchange amount and occurred
in the ordinary course of business.













<PAGE>
Note 4 Convertible Note

On January 11, 2007, the Company entered into  an  agreement with a third party
(the  "Lender"), whereby the Lender would advance the Company up to $1,000,000
(the "Note"),  from time to time. All such amounts advanced under the Note will
comprise the principal amount which bears interest at 10% per annum and matures
on January 11, 2009. The  principal amount will be subject to conversion terms,
whereby at any time from the date of the Note until the date that the Company
repays  the entire amount of principal to the Lender, the Lender at  its  sole
option, may convert a portion, or all, of the principal amount outstanding into
units in the capital stock of the Company.  Each $0.40 of principal outstanding
at the time of conversion  may  be  converted  into one unit consisting of one
common share and one non-transferable share purchase warrant exercisable  for a
period  of  up  to  two  years  from the date of conversion. Each warrant shall
entitle the Lender to purchase an  additional  common  share of  the Company at
$0.60 during the term of the warrants.

At  July  31,  2008,  the  Company  owed $318,458 (2007: $192,619) on this Note
comprising of principal of $285,000 (2007:  $185,000) and accrued interest of
$33,458 (2007: $7,619).

Note 4 Convertible Note (continued)

In  accordance  with  EITF  00-27  "Application  of  Issue  No. 98-5 to Certain
Convertible  Instruments",  the Company  recognized  the value of the embedded
beneficial  conversion  feature of $274,307 (2007: $174,307). This  value  was
recorded as additional paid-in capital and is being deferred and amortized over
the  term of the Note. During the year ended July  31,  2008,  $161,019  (2007:
$39,751) was expensed as non-cash interest pertaining to this Note. The
carrying value of the Note will be accreted to the face value over the term of
the note.

The Company has allocated the proceeds of issuance between the convertible debt
and the detachable warrants, to be issued upon conversion of the Note, based on
their relative fair values. Accordingly, upon conversion of the Note, the
Company will recognize the fair value of the detachable warrants of $60,304
(2007: $38,521) as common stock purchase warrants.

Note 5 Common Stock

The Company's authorized common stock consists of 100,000,000 common shares
with a par value of $0.001.

At July 31, 2008, Nil (2007: 1,200,000) share purchase warrants were
outstanding.  These share purchase warrants expired during the year ended July
31, 2008.  At July 31, 2008 and 2007, there were no outstanding stock options.

Note 6 Mineral Properties

       a) At  August  4,  2007,  the   Company   was   granted  an  option to
          acquire  100%  interest, subject to a 2%  net  smelter   royalty,  in
          one  mineral  claim  located  in  the  Lillooet  Mining  Division  in
          the  Province  of  British Columbia, Canada.  Under the  terms of the
          option agreement, the Company must make a cash payment of $255,000
          CAD and issue 500,000 shares of common stock in various stages as
          follows:
















<PAGE>




 Option Exercise Schedule        Cash Payment (CAD) Number of common shares
----------------------------------------------------------------------------
 Upon signing of agreement            $5,000 (paid)                     Nil
 First anniversary of agreement             $30,000                 100,000
 Second anniversary of agreement            $40,000                 100,000
 Third anniversary of agreement             $50,000                 100,000
 Fourth anniversary of agreement            $60,000                 100,000
 Fifth anniversary of agreement             $70,000                 100,000
----------------------------------------------------------------------------
 Total                                     $255,000                 500,000

   The  Company  must also pay 2% net smelter returns for royalty ("NSR") upon
   commencement of commercial production. The Company may purchase half of the
   2% NSR for a one time payment of $1,000,000 CAD.

  During the year  ended July 31, 2008, the Company decided not to pursue this
  option agreement and consequently the option agreement lapsed.

     b) On February   12,  2008,  the  Company entered into a letter of intent
        with Da Hua Mine Enterprise Limited ("Da Hua"). Under the terms of the
        agreement, the Company can acquire  an  initial  48%  undivided equity
        interest  in the Lechang Shanmudong Mine (the "Property")  located  in
        the Guangdong  Province  of China by completing within a 2 year period
        an investment of RMB$25,000,000  (approximately  $3.8  million)  in  a
        newly  formed Chinese company ("Newco") that will hold the exploration
        and  production  licenses  underlying  the  Property.   Of  the  total
        RMB$25,000,000  (approximately  $3.8 million) invested, RMB$10,000,000
        (approximately $1.5 million) will  be expended towards the approval by
        the Guangdong Provincial Bureau of Geology  and  Mineral Resources and
        transfer  of  a 30-year exploration and production license  underlying
        the Property into  Newco. The balance of RMB$15,000,000 (approximately
        $2.2  million)  will  be   utilized   by  Newco  towards  exploration,
        production  and  development  expenditures   on   the  Property.  Upon
        completion of the initial earn-in investment, the Company  can acquire
        an  additional 27% interest for a total of 75% interest, by paying  Da
        Hua an  additional  RMB$15,000,000  (approximately  US$2.2 million) in
        cash  or,  at  the  option of Da Hua, the equivalent value  in  common
        shares of the Company.

        As at July 31, 2008, no formal agreement has been signed with Da Hua.


Note 7 Income Taxes

The provision for income taxes  reported  differs  from the amounts computed by
applying  aggregate income tax rates for the loss before tax provision  are  as
follows:












<PAGE>


<TABLE>
<CAPTION>
                                       2008                    2007
<S>                                    <C>                     <C>

Loss before income taxes               $(369,352)              $(197,161)
Statutory tax rate                      35%                     35%
Expected recovery of income taxes
computed at standard rates              129,273                 69,006
Valuation Allowance                     (129,273)               (69,006)
Income tax provision                   $-                      $-
</TABLE>

The approximate  tax effect of each type of temporary difference that gives rise
to the Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                       2008                    2007
<S>                                    <C>                     <C>

Components of deferred tax assets
and liabilities:
Non capital loss carry forwards        $219,845               $90,572
Less: Valuation allowance               (219,845)              (90,572)
Net deferred tax asset                 $-                     $-
</TABLE>

The Company has available  net operating  loss  carry forwards of approximately
$628,000  (2007:  $259,000) for tax purposes to offset future taxable  income,
which expires beginning  2025.  The  potential  deferred  tax benefits of these
losses carried-forward have not been reflected in these financial statements
due to the uncertainty regarding their ultimate realization.

The  Company  has not filed income tax returns since inception in  the  United
States and Canada. Both taxing authorities  prescribe  penalties for failing to
file certain tax returns and supplemental disclosures. Upon  filing there could
be penalties and interest assessed. Such penalties vary by jurisdiction and by
assessing  practices  and authorities. As the Company has incurred losses since
inception there would be  no known or anticipated  exposure  to penalties for
income tax liability.  However, certain jurisdictions may assess penalties  for
failing  to  file  returns and  other disclosures and for failing to file other
supplementary information associated with foreign  ownership,  debt and equity
positions.  Inherent uncertainties arise over tax positions taken with  respect
to  transfer  pricing,  related  party  transactions, tax  credits,  tax  based
incentives   and   stock  based  transactions.  Management has considered  the
likelihood and significance of  possible  penalties associated with its current
and intended filing positions and has determined, based  on  their  assessment,
that such penalties, if any, would not be expected to be material.







<PAGE>
ITEM  8:  CHANGES  IN  AND DISAGREEMENTS WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 8A:  CONTROLS AND PROCEDURES

The  management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Management must evaluate
its internal controls over financial reporting, as required by Sarbanes-Oxley
(SOX) Section 404 (a). The Company's  internal  control  over financial
reporting is a process designed under the supervision of the Company's  Chief
Executive Officer and  Chief  Financial  Officer  to  provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the  Company's financial statements for external purposes  in  accordance
with  U.S. generally accepted accounting principles.

As of July 31, 2008, management assessed the effectiveness of the Company's
internal control over  financial reporting based on the criteria for effective
internal control over financial reporting  established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations
of  the  Treadway Commission  ("COSO")  and SEC guidance  on  conducting  such
assessments.  Based on that evaluation, they concluded  that, during the period
covered by this report, such internal controls and procedures were not
effective to detect the inappropriate application of US GAAP rules as more
fully described below. This was due to deficiencies that existed in the design
or operation of our  internal  controls  over  financial  reporting that
adversely affected  our internal controls and that may be considered to be
material weaknesses.

The matters involving internal controls and  procedures  that  the  Company's
management considered to be  material  weaknesses under the  standards  of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit
committee and lack of a majority of outside directors on the Company's board of
directors, resulting in  ineffective  oversight  in  the  establishment  and
monitoring  of  required internal   controls  and  procedures;  (2)  inadequate
segregation  of  duties consistent with control  objectives;  (3)  insufficient
written policies and  procedures  for accounting  and  financial reporting with
respect  to  the  requirements and application of US GAAP and  SEC  disclosure
requirements; and (4) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by the Company's Chief Financial Officer in connection with  the  audit  of our
financial statements as of July 31, 2008 and communicated the matters to
our management.

Management believes that the material weaknesses set forth in items (2), (3)
and (4) above did not have an affect on the Company's financial results.
However, management believes that the lack of outside directors on the
Company's board of directors can resulting  in oversight in the establishing
and monitoring of required  internal  controls  and  procedures  which  can
affect the process  of preparing Company's financial statements.

We  are committed  to improving our financial organization.  As part  of this
commitment, we will create  a  position  to segregate  duties  consistent with
control  objectives  and  will  increase our  personnel resources and technical
accounting expertise within the accounting function when funds are available to






<PAGE>
the  Company:  i)  Appointing  one or more outside directors to  our  board of
directors who shall be appointed to the audit committee of the Company
resulting in a fully functioning audit committee  who  will undertake the
oversight in the establishment and monitoring of required internal  controls
and procedures such as  reviewing and approving estimates and assumptions made
by management;  and ii) Preparing  and implementing sufficient written policies
and checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements.

Management believes that  the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on  the Company's Board. In addition, management  believes that preparing  and
implementing   sufficient  written  policies  and  checklists will  remedy  the
following material  weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting  with respect to the  requirements and
application  of  US  GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end  financial  close  and  reporting  processes. Further,
management believes that the  hiring  of  additional  personnel  who have the
technical expertise and knowledge will result in proper segregation of duties
and
provide  more  checks  and  balances within the financial reporting department.
Additional personnel will also provide the cross training needed to support the
Company if personnel turn over issues within the financial reporting department
occur. This coupled with the appointment of additional  outside directors will
greatly
decrease any control and procedure issues the  Company may encounter in the
future.

We  will continue to monitor and evaluate the  effectiveness  of  our  internal
controls and procedures and our internal controls over financial reporting on
an ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.

ITEM 8B.  Changes in Internal Controls

There  have  been no changes in our internal control  over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rules
13a-15 or 15d-15 under the Exchange Act that occurred during the small business
issuer's last fiscal quarter  that  has  materially  affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Name           Age     Position with Registrant      Served as a Director
                       or Officer                    Since

Siu Man Kwan   55      President, C.E.O., and        May 20, 2008
                       Principal Financial Officer

The following describes the  business experience of the Company's director and
executive officer including other directorships held in reporting companies:

MR. SIU MAN KWAN has acted as our president, chief executive officer, principal
and financial officer since May 20, 2008.  Mr. Kwan is Chariman of Nanjing
Orient Railway






<PAGE>
Communications Equipment Co. Ltd., a Sino-foreign joint venture with China's
Ministry of Railways and with the People's Liberation Army Central Command. The
moint venture company is involved in the development and manufacturing of
wireless communication sustems, equipment, as well as related telecommunication
products.  Manufactured products are almost exclusively sold to the People's
Liberation Army and the railway industry.

A graduate of the China Communist Party Senior Government Cadre (Guangdong)
Academic Institute with a Master's degree in Political and Enterprise
Management, Mr. Kwan has over 30 years of experience in the management,
restructuring, and finance of over 50 large-scale Chinese government-owned
industrial enterprises involved in the utility, oil refinery, petrochemical and
telecommunications industries.

Mr. Kwan devotes 30% of his business time to our affairs.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and
directors, and persons who beneficially own more than 10% of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. Based on our review of the copies of such forms
we received, we believe that during the fiscal year ended July 31, 2008 all
such filing requirements applicable to our officers and directors were complied
with exception that reports were filed late by the following persons:

                           Number       Transactions Known Failures
                           Of  late     Not Timely   To File a
Name and principal positionReports      Reported     Required Form
                           ----------------------------------------------------
--------------
Mr. Siu Man Kwan           0            0            0
(President , CEO &
Principal Financial Officer )

ITEM 10:  EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended July 31, 2008.

             Annual Compensation             Long Term Compensation
<TABLE>
<CAPTION>
                             Other        Restricted                 All
Name &                       Annual       Stock      Options LTIP    Other
<S>        <C>  <C>    <C>   <C>          <C>        <C>     <C>     <C>
Title      Year Salary Bonus Compensation Awarded  /SARs#  Payouts Compensation
Siu Man
Kwan,
President,
Chief
Executive  2008 0      0     0            0          0       0       0
Officer,
Principal
Financial
Officer
</TABLE>
ITEM 11:  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership






<PAGE>
of our shares of common stock at October 29, 2008 by (i) each person known by
us to be the beneficial owner of more than  5%  of  our  outstanding  shares of
common stock, (ii) each of our directors, (iii) our executive officers, and
(iv) by all of our directors and executive officers as a group.  Each person
named  in  the table,  has sole voting and investment power with respect to all
shares shown as beneficially  owned  by such person and can be contacted at our
executive office address.

TITLE OF     NAME AND ADDRESS           BENEFICIAL   PERCENT
CLASS        OF BENEFICIAL OWNER        OWNERSHIP    OF CLASS

COMMON       Dr. Earl Abbott            9,000,000    26.26%
STOCK        former President, Chief
             Executive Officer
             3842 Amador Way
             Reno, Nevada

COMMON         Dennis LaPrairie           9,000,000       26.26%
STOCK              Former Director
                           1855 Hunter Lake Drive
                           Reno, Nevada 89509

The percent of class is based on 34,272,000 shares of common stock issued and
outstanding as of the date of this annual report.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our directors or officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all of our outstanding
shares, nor any promoter, nor any relative or spouse of any of the foregoing
persons has any material interest, direct or indirect, in any transaction since
our incorporation or in any presently proposed transaction which, in either
case, has or will materially affect us.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests.  In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.







<PAGE>

ITEM 13:  EXHIBITS AND REPORTS

Exhibits

3.1*   Articles of Incorporation
3.2*   Bylaws
5.1*   Legal opinion of Warren J. Soloski, with consent to use
31.1   Certification pursuant to Rule 13a-14(a) under the
       Securities Exchange Act of 1934
32.1   Certification pursuant to 18 U.S.C. Section 1350, as
       adopted pursuant to Section 906 of the Sarbanes-Oxley Act
       of 2002
99.1** BA Property Location Map

 *     filed as an exhibit to our registration statement on Form SB-2
       dated October 20, 2004

 **    filed as an exhibit to our registration statement on Form SB-2
       dated December 10, 2004

Reports on Form 8-K

During and subsequent to the last quarter of fiscal 2008, we filed the
following current reports on Form 8-K:

1.   On May 20, 2008, we announced that Mr. Siu Man Kwan was appointed
     President, CEO and Principal Financial Officer of the company in place
     of Dr. Earl Abbott and David Lorge, who has resigned their positions with
     the Company.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants, Dale Matheson Carr-Hilton Labonte, Chartered
Accountants, rendered invoices to us during the fiscal periods indicated for
the following fees and services:

                        Fiscal year ended   Fiscal year ended
                        July 31, 2007       July 31, 2008

Audit fees              $14,000             $13,500
Audit-related fees      $Nil                $Nil
Tax fees                $Nil                $Nil
All other fees          $Nil                $Nil

Audit fees consist of fees related to professional services rendered in
connection with the audit of our annual financial statements, the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.







<PAGE>
Our policy is to pre-approve all audit and permissible non-audit services
performed by the independent accountants.  These services may include audit
services, audit-related services, tax services and other services.  Under our
audit
committee's policy, pre-approval is generally provided for particular services
or
categories of services, including planned services, project based services and
routine consultations.  In addition, we may also pre-approve particular
services on a case-by-case basis.  We approved all services that our
independent accountants provided to us in the past two fiscal years.

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities
Exchange Act of 1934, the Registrant  has  duly  caused  this  report to be
signed on its behalf by the undersigned, thereunto duly authorized.

AAA Energy, Inc.


By     /s/ Siu Man Kwan
       Mr. Siu Man Kwan
       President, CEO & Principal Financial Officer
       Date: October 21, 2008

In  accordance  with the Securities Exchange Act, this report  has  been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



By     /s/ Siu Man Kwan
       Mr. Siu Man Kwan
       President, CEO & Principal Financial Officer
       Date: October 21, 2008