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, 2005
                                               -------------

             [ ] 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 MINERALS INC.
                                -----------------
                 (Name of small business issuer in its charter)



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

                                 3841 Amador Way
                               Reno, Nevada, 89502
                              --------------------
                    (Address of principal executive offices)

                                 (775) 827-2324
                                 ---------------
                            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 _____
                   -----------


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.)

$628,000 as at October 31, 2005  based  on  the last sale's  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.

             5,512,000 shares of common stock as at October 28, 2005
             -------------------------------------------------------

<page>






                                TABLE OF CONTENTS

                                                                            Page

ITEM 1:  DESCRIPTION OF BUSINESS...............................................4
ITEM 2:  DESCRIPTION OF PROPERTY..............................................12
ITEM 3:  LEGAL PROCEEDINGS....................................................12
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................12
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............12
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............13
ITEM 7:  FINANCIAL STATEMENTS.................................................13
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.........................................................28
ITEM 8A:  CONTROLS AND PROCEDURES.............................................28
ITEM 9:   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........28
ITEM 10:  EXECUTIVE COMPENSATION..............................................30
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......30
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................31
ITEM 13:  EXHIBITS AND REPORTS................................................31
ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................31


                                      -3-

<page>




PART I

ITEM 1:  DESCRIPTION OF BUSINESS

In General

We  have  commenced  operations  as an  exploration  stage  mineral  exploration
company.  However,  there is no assurance  that a  commercially  viable  mineral
deposit exists on our sole mineral property interest,  the BA property.  Further
exploration  will be required  before a final  evaluation as to the economic and
legal feasibility of the BA property is determined.  Economic feasibility refers
to a formal evaluation completed by an engineer or geologist which confirms that
the property can be successfully operated as a mine. Legal feasibility refers to
a  formal  survey  of the  claims  boundaries  to  ensure  that  all  discovered
mineralization is contained within these boundaries.

We are engaged in the acquisition,  and exploration of mineral properties with a
view to exploiting any mineral  deposits we discover that  demonstrate  economic
feasibility.   We  own  a  100%  interest  in  five  contiguous  mineral  claims
collectively known as the BA property.

Our plan of operation is to conduct exploration work on the BA property in order
to ascertain whether it possesses economic quantities of copper, gold or silver.
There can be no assurance that economic mineral  deposits or reserves,  exist on
the BA  property  until  appropriate  exploration  work is done and an  economic
evaluation  based on such work  concludes  that  production of minerals from the
property is economically feasible.  Economic feasibility refers to an evaluation
completed  by an  engineer  or  geologist  whereby  he or she  analyses  whether
profitable  mining  operations  can be undertaken on the property.  We intend to
continue  exploration  on the BA property  until the  geologist  that oversees a
program  advises us that it is unlikely  that the claims could contain a mineral
deposit.

Mineral property  exploration is typically  conducted in phases. Each subsequent
phase of exploration  work is  recommended  by a geologist  based on the results
from the most recent phase of exploration.

We have only  recently  commenced  the initial  phase of  exploration  on the BA
property. Once we complete each phase of exploration, we will make a decision as
to whether or not we proceed with each successive  phase based upon the analysis
of the results of that program. Our directors will make this decision based upon
the  recommendations  of the independent  geologist who oversees the program and
records the results.

Even if we complete the  currently  recommended  exploration  programs on the BA
property and they are successful,  we will need to spend substantial  additional
funds on further  drilling and  engineering  studies before we will ever know if
there is a commercially viable mineral deposit, a reserve, on the property.

The BA property is without known reserves. Our proposed programs are exploratory
in nature.

BA Property Purchase Agreement

On June 23, 2004,  we entered  into an  agreement  with Carla Bird and Jessie M.
Wall,  whereby they agreed to sell to us a total of five mineral  claims located
in the Lillooet Mining Division,  British  Columbia.  In order to acquire a 100%
interest in these  claims,  we issued  250,000 of our common  shares each to Ms.
Bird and Ms. Wall. At the closing of the agreement,  we were required to deliver
certificates to the vendors representing a total of 500,000 shares of restricted
common stock in our capital.  They were required to deliver to us a bill of sale
absolute that allows us to register a 100% interest in the claims comprising the
BA  property  in our name.  We issued the  500,000  shares at a deemed  price of
$0.001 each for a total deemed value of $500.

Ms. Bird and Ms. Wall acquired the claims comprising the  BA property  in  April
2004 for the sum of $10,000.  They  did  not  conduct  any exploration on the BA
property  or  pay  any  funds  to  the  British  Columbia government in order to
maintain the property in good standing prior to selling it to us.

Other than  selling  the BA claims to us, neither Ms. Bird nor Ms. Wall have had
any relationship or affiliation  with  us  or  our management.  They acquire the
claims  from  George  Nicholson  of  Vancouver, British Columbia.  Mr. Nicholson
original acquired the BA mineral  claims  by  filing  for mineral title with the
government.

                                      -4-

<page>

There  are  no  agreements  or understandings between Ms. Bird, Ms. Wall and any
other parties with  respect  to  acquiring  the  BA  claims and contributing the
property to us.

Title to the BA Property

The BA property  consists of five mineral claims. We are the beneficial owner of
a 100% interest in the claims and are in the process of  registering  the claims
in our name.  There  are no other  underlying  agreements  or  interests  in the
property.

These  claims  will  only be valid as long as we spend a  minimum  of  $2,000 in
exploration  work on each claim each  year.  Alternatively,  we may pay the same
amount  per  claims  in cash to the  British  Columbia  government  in  order to
maintain the claims in good standing. This exploration work, or cash payments in
lieu, will be due by November 14, 2006.

A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground.

The fee simple owner of the real  property  underlying  the claims that comprise
the BA property is the  government of British  Columbia.  The government has the
right to sell  title to this land to a third  party,  but is  unlikely  to do so
given the remote  location  of the  property.  We have the right to explore  the
property for  mineralization,  provided such  exploration  does not unreasonably
disturb  the fee  simple  owner's  use of the  land.  Because  the  property  is
undeveloped,  the British Columbia  government's rights to the land use will not
be impacted and it will not have any obligations respecting the land.

Specifics of the five mineral claims are as follows:

Claim Name            Claim Number   Date of Recording       Date of Expiry
----------            ------------   -----------------       ---------------

BA 1                    406694         Nov 14, 2003           Nov 14, 2006
BA 2                    406695         Nov 14, 2003           Nov 14, 2006
BA 3                    406696         Nov 14, 2003           Nov 14, 2006
BA 4                    406697         Nov 14, 2003           Nov 14, 2006
BA 5                    406698         Nov 14, 2003           Nov 14, 2006

The claims  comprising  the BA property are in good standing  until November 14,
2006.  In order to keep the claims  comprising  the BA property in good standing
beyond  this date,  we must incur at least  $22,000 in  exploration  work on the
claims prior to November 14,  2006.  The expiry date is thereby  extended for an
additional  two years to November  14,  2008.  The claims cover an area of 2,500
hectares.

Description, Location and Access

The BA property is located in the Lillooet Mining  Division,  British  Columbia.
The claims are located 95 kilometers northwest of the town of Squamish, which is
approximately  a one hour drive from the city of Vancouver.  From Squamish,  the
claims may only be accessed by helicopter.

The BA property has a rugged  topography  with surface  elevations  ranging from
2,000 to 7,000 feet.  Mountains rise abruptly on the north side of the property.
The highest  peak on the property is  approximately  7,060 feet above sea level.
The south and southwest of the property are bordered by glaciers.

The  climate in the  region of the BA  property  is  generally  warm  during the
summer,  although  brisk winds are common on unprotected  ridges and peaks.  The

                                      -5-

<page>
nearest  weather  station records a mean rainfall of 741 millimeters per year, a
mean snowfall of 2,824 millimeters per year and a mean daily temperature varying
from a low of  -6.1(0)C  to a high of  18.6(0)C.  However,  conditions  are more
severe at higher  elevations.  The  area's  climate  is  likened  to that of the
western interior of British Columbia.  We will be unable to conduct  exploration
on the property  generally  from November to March of each year due to snowfall.
Accordingly,  we intend to  schedule  exploration  programs  from the  spring to
autumn each year.

The  treeline on the  property is located at  approximately  1,600 meters on the
north facing slope. At lower elevations,  cedar, cottonwood,  whie pine, Douglas
fir and hemlock fir are common with Douglas and hemlock fir being more common at
higher elevations. Alpine fir, mosses and grasses are found above the treeline.

There  is no  power  source  located  on the BA  property.  We will  need to use
portable  generators  if we  require  a  power  source  for  exploration  of the
property.

Mineralization and Exploration History

George Nicholson, a professional  geologist  who  is  at  arm's  length  to  us,
discovered  the  BA  property  in  2003  during  a  self-commissioned helicopter
reconnaissance  trip  to  located  mineralized  areas  newly  exposed due to the
retreat of glaciers.  We do  not  have any relationship with Mr. Nicholson.  Mr.
Nicholson was the original owner of the BA property.  He subsequently sold these
claims to Carla Bird and Jesse M. Wall, who in turn sold the claims to us.

Gossans  are rusty  colored  surface  rock which is caused by the  oxidation  of
pyrite, a rock type more commonly known as "fool's gold".  Since pyrite is often
associated with mineral  deposits,  gossans can be a guide to discovering  them.
The claims  partially  cover newly  exposed  mineralization  contained  within a
package of rocks known for mineral occurrences and economic deposits.

The geology of the BA property can be divided into three parts: sediments to the
north,  volcanic  rocks to the east and quartz  diorite,  a rock formed from the
cooling of molten rock beneath the earth's  surface,  to the west and southwest.
The principal plutonic rock is a coarse-grained quartz diorite. Plutonic rock is
created when molten rock solidifies at great depth in the earth.

There are no  equipment  or other  infrastructure  facilities  located on the BA
property.  As well, the property is free of any mineral workings as only initial
sampling  has been  completed on the  property.  This  sampling  resulted in the
discovery of anomalous values,  principally in copper,  but also in gold, silver
and  barium.  No  economic  values  have been  discovered  to date.  We were not
involved in the previous sampling program conduct on the BA property and are not
aware of the laboratory  that processed the samples.  We are not affiliated with
any assay analyzing laboratory.

There is no other recorded work or evidence of previous  exploration work within
the areas of the BA property. We have not incurred any exploration  expenditures
on the BA property to date.  Neither our directors  and officers,  nor either of
the vendors of the property, have not been to the property.

Geological Report: BA Property

We have obtained a geological report on the BA property that was prepared by Mr.
Glen Macdonald,  a professional  geologist,  of Vancouver,  British Columbia. We
commissioned  the report in June 2004.  The  geological  report  summarizes  the
results of exploration on the BA property and makes a recommendation for further
exploration work.

Mr. Macdonald completed the  report  during  June  and July 2004.  His report is
based upon  a  review of  exploration  data  filed  with  the  British  Columbia
government. Mr. Macdonald did not attend the property or conduct any exploration
as part of its report preparation.

                                      -6-

<page>

In his report, Mr. Macdonald  concludes that further  exploration work on the BA
property is recommended. He bases this decision on the fact that the BA property
covers newly exposed  mineralization  contained  within a package of rocks known
for mineral occurrences and economic deposits. As well, from initial sampling of
the property,  anomalous values, principally in copper, but also in gold, silver
and barium  were  discovered.  "Anomalous  values" are levels of metals that are
higher than those typically found in an ordinary sample of rock.

He recommends an initial program of sampling and mapping.  Sampling  consists of
gathering soil or pieces of rock that appear to contain  precious metals such as
gold and silver, or industrial metals such as copper.  All samples gathered will
be sent to a laboratory  where they are crushed and analysed for metal  content.
We will not have any affiliation with this laboratory.

Geological  mapping involves plotting previous  exploration data relating to the
BA  property  on a map in  order to  determine  the best  locations  to  conduct
subsequent exploration work.

The mapping portion of the program will allow us to determine which areas of the
property  have  shown the  greatest  potential  to host a mineral  deposit.  The
sampling  portion of the program will allow us to  determine  which areas of the
property have the highest  precious or base mineral  content.  We can then focus
future exploration in these areas.

Mr. Macdonald  proposes   the  following  budget   for  this  initial  phase  of
exploration:

         Geologist                           $800
         Technician                          $400
         Room and board                      $200
         Supplies                            $200
         Helicopter                        $2,400
         Assays                              $900
         Report                            $1,000
         Filing Fees                         $400

         Total:                            $6,200

Based upon the results from this initial phase, Mr. Macdonald recommends a phase
two  program  consisting  of more  detailed  mapping  and  sampling  of areas of
interest  determined  as a result  of the  phase one  exploration  program.  The
program  will be more  detailed  in that a  greater  number of  samples  will be
gathered  and, as a result,  more  sampling  data will be mapped.  The  proposed
budget for the second phase is as follows:

         Geologist                         $2,000
         Technician                        $1,000
         Room and board                      $500
         Supplies                            $200
         Helicopter                        $3,600
         Assays                            $1,500
         Report                            $2,000
         Filing Fees                         $800

         Total:                           $11,600

In a mapping and  sampling  program,  the  geologist is  responsible  for making
observations regarding property rock formations,  plotting data on property maps
and choosing sample locations. The technician is essentially an assistant to the
geologist who carries equipment, places flags on sample areas, takes the samples
and properly labels them.

In our initial two phases of exploration, we anticipate using sample bags, metal
sample tags, record books, sample cards, flagging materials and maps.

                                      -7-

<page>

Compliance with Government Regulation

We will be required  to comply with all  regulations,  rules and  directives  of
governmental  authorities and agencies applicable to the exploration of minerals
in Canada  generally,  and in the  province of British  Columbia,  specifically.
Under  these  laws,  prior to  production,  we have the  right  to  explore  the
property, subject only to a notice of work which may entail posting a bond if we
significantly  disturb the property  surface.  This would first occur during the
drilling phase of exploration.

In addition, production of minerals in the province of British Columbia requires
prior approval of applicable governmental regulatory agencies. We can provide no
assurance to investors that such approvals will be obtained.  The cost and delay
involved in attempting to obtain such approvals cannot be known at this time.

We will have to sustain the cost of reclamation and environmental  mediation for
all  exploration  and  development  work  undertaken.  Our first  two  phases of
exploration, which will consist of grid emplacement; geological, geochemical and
geophysical  surveys;  and  trenching  will  not  require  any  reclamation  and
environmental  mediation  work because  there will not be  significant  physical
disturbance to the land. Subsequent drilling will require some remediation work,
which  is not  expected  to  exceed  $10,000.  This  estimate  is  based  on Mr.
Macdonald's  experience in conducting such exploration  programs and remediation
work. We will need to raise  additional  funds to finance any drilling  program,
including remediation costs.

If we enter into  production,  the cost of complying  with permit and regulatory
environment  laws will be greater  than in the  exploration  phases  because the
impact on the project area is greater.  Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment.  Examples of regulatory requirements
include:

-        Water discharge will have to meet water standards;

-        Dust generation will have to be minimal or otherwise re-mediated;

-        Dumping of  material  on  the  surface will have to be re-contoured and
         re-vegetated;

-        An assessment of all material to be left on the surface will need to be
         environmentally benign;

-        Ground water will have to be monitored for any potential contaminants;

-        The  socio-economic impact of the projec  will have to be evaluated and
         if  deemed  negative,  will have to be re-mediated; and

-        There will have to be an  impact  report of the work on the local fauna
         and flora.

While it is difficult to know exactly how much these costs will be until we have
a better indication of the size and tenor of any production operation,  we would
expect that they could be as high as $100,000.

During the initial phases of exploration,  there will be no significant costs of
compliance with government regulations.

Employees

We have no  employees  as of the date of this annual  report  other than our two
directors.

Research and Development Expenditures

                                      -8-

<page>

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.

IF WE DO NOT  OBTAIN  ADDITIONAL  FINANCING,  WE WILL  NOT BE  ABLE TO  COMPLETE
PLANNED EXPLORATION ON THE BA PROPERTY OR GENERATE REVENUE.

Our current  operating  funds are less than  necessary  to complete all intended
exploration of the BA property,  and therefore we will need to obtain additional
financing in order to complete our business  plan.  We currently do not have any
operations and we have no income.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration  of the BA  property.  While we have  sufficient  funds  to  conduct
initial  exploration on the property,  we will require  additional  financing in
order to determine  whether the property contains  economic  mineralization.  We
will also require  additional  financing if the costs of  exploration  of the BA
property are greater than anticipated.

We will require  additional  financing to sustain our business  operations if we
are not successful in earning revenues once  exploration is complete.  We do not
currently have any arrangements for financing and we can provide no assurance to
investors  that we will be able to find such  financing if  required.  Obtaining
additional  financing  would be subject to a number of  factors,  including  the
market prices for copper,  gold and silver,  investor acceptance of our property
and general market conditions.  These factors may make the timing, amount, terms
or conditions of additional financing unavailable to us.

The most likely source of future funds presently  available to us is through the
sale of equity  capital.  Any sale of share  capital  will result in dilution to
existing shareholders.  The only other anticipated alternative for the financing
of  further  exploration  would  be our  sale of a  partial  interest  in the BA
property  to a third  party in exchange  for cash or  exploration  expenditures,
which is not presently contemplated.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK
OF BUSINESS FAILURE.

We have only commenced initial exploration on the BA property.  Accordingly,  we
have no way to evaluate the likelihood that our business will be successful.  We
were incorporated on May 26, 2004 and, to date, we have been involved  primarily
in  organizational  activities and the acquisition of our mineral  property.  We
have not earned any  revenues  as of the date of this annual  report.  Potential
investors  should  be  aware of the  difficulties  normally  encountered  by new
mineral exploration  companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties,  complications  and  delays  encountered  in  connection  with the
exploration of the mineral properties that we plan to undertake. These potential
problems  include,  but are not limited to,  unanticipated  problems relating to
exploration,   and  additional  costs  and  expenses  that  may  exceed  current
estimates.

                                      -9-

<page>

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate  significant revenues from development of the BA property
and the  production  of minerals  from the  claims,  we will not be able to earn
profits or continue operations.

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 most likely
fail.

BECAUSE OF THE  SPECULATIVE  NATURE OF EXPLORATION OF MINING  PROPERTIES,  IT IS
UNLIKELY THAT WE WILL DISCOVER A MINERAL DEPOSIT ON THE BA CLAIMS.

The search for  valuable  minerals as a business is extremely  risky.  We cannot
provide  investors with any assurance  that our mineral claims contain  economic
mineralization or reserves of copper,  gold or silver.  Exploration for minerals
is a speculative venture necessarily  involving  substantial risk. Problems such
as unusual or unexpected formations and other conditions are involved in mineral
exploration  and often result in  unsuccessful  exploration  efforts.  In such a
case,  which  is  likely,  we will be  unable  to  generate  any  revenues  from
operations and will be unable to successfully complete our business plan.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

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 $25,575 at July 31, 2005.  Further losses are  anticipated in the development
of our 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. The BA
property  does not contain any known bodies of  mineralization.  We will require
additional  funds in order  to  develop  the  property  even if our  exploration
programs are successful.  At this time, we cannot assure  investors that we will
be able to obtain financing. If we are unable to raise needed financing, we will
have to delay  or  abandon  further  exploration  efforts.  If we  cannot  raise
financing to meet our obligations,  we will be insolvent and will cease business
operations.

IF WE  BECOME  SUBJECT  TO  BURDENSOME  GOVERNMENT  REGULATION  OR  OTHER  LEGAL
UNCERTAINTIES,  OUR COST OF CONDUCTING EXPLORATION COULD INCREASE SUBSTANTIALLY,
RESULTING IN GREATER CORPORATE LOSSES.

There are several  governmental  regulations  that materially  restrict  mineral
property  exploration  and  development.  Under British  Columbia mining law, to
engage in certain types of exploration will require work permits, the posting of
bonds, and the performance of remediation  work for any physical  disturbance to
the land. While these current laws do not affect our current  exploration plans,
if we proceed to commence drilling operations on the BA property,  we will incur
modest regulatory compliance costs.

                                      -10-

<page>

In  addition,  the  legal  and  regulatory  environment  that  pertains  to  the
exploration of mineral  properties is uncertain and may change.  Uncertainty and
new  regulations  could increase our costs of doing business and prevent us from
exploring for ore deposits.  The growth of demand for certain  minerals may also
be  significantly  slowed.  This could delay growth in potential  demand for and
limit our ability to generate revenues.  In addition to new laws and regulations
being adopted,  existing laws may be applied to mining that have not as yet been
applied.  For example,  foreign  ownership  laws that are  applicable in certain
business  sectors,  could be  applied  to mineral  property  ownership,  or laws
relating  to national  parks  could be applied to the BA claims if current  park
boundaries are expanded. Current Canadian foreign ownership laws in sectors such
as banking and media require government  approval of any ownership  transfers to
foreign  individuals  and  corporations.  If such laws are  extended  to mineral
property  ownership,  we may be prevented  from holding title to mineral  claims
located in Canada because we are incorporated in the United States. Any new laws
would  increase our cost of doing  business  with the result that our  financial
condition and operating results may be harmed.

BECAUSE OUR DIRECTORS OWN 54.4% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE
AND CONTROL CORPORATE  DECISIONS THAT MAY BE  DISADVANTAGEOUS  TO OTHER MINORITY
SHAREHOLDERS.

Our directors own  approximately  54.4% 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  directors may differ from the  interests of the other  stockholders  and
thus  result  in  corporate   decisions  that  are   disadvantageous   to  other
shareholders.

BECAUSE OUR DIRECTORS  HAVE OTHER  BUSINESS  INTERESTS,  THEY MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, Dr. Abbott and our secretary and treasurer, Mr. LaPrairie, intend
to respectively devote 25% and 10% of their business time to our affairs.  It is
possible that  the  demands  on  Dr. Abbott  and  Mr. LaPrairie from their other
obligations could increase  with the result that they would no longer be able to
devote  sufficient  time  to  the  management of our business.  In addition, Dr.
Abbott and Mr. LaPrairie may not possess sufficient time for our business if the
demands of managing our business increased substantially beyond current levels.

BECAUSE  WE  ONLY  HAVE  MINERAL  EXPLORATION  RIGHTS  TO THE BA  PROPERTY,  THE
LANDOWNER MAY BE ABLE TO PREVENT US FROM CONDUCTING EXPLORATION ON THE CLAIMS.

We hold the exclusive right to explore the BA property for mineralization and to
remove minerals from the property. However, our rights are subject to those held
by the fee simple property owner,  the government of British  Columbia,  to make
use of the land. If the  government  decides to develop,  sell or make any other
use of the land,  our right to explore  the  property  could be  impacted.  As a
result,  we would not be able to continue  exploration  on the  property  and we
would be forced to abandon our business plan.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is  currently  no  market  for our  common  stock  and we can  provide  no
assurance that a market will develop.  We have applied for listing of our common
stock on the over the counter bulletin board.  However, we can provide investors
with no assurance  that our shares will be traded on the  bulletin  board or, if
traded,  that a public market will  materialize.  If no market is ever developed
for our shares,  it will be difficult for  shareholders  to sell their stock. In
such a case, shareholders may find that they are unable to achieve benefits from
their investment.

                                      -11-

<page>

A PURCHASER  IS  PURCHASING  PENNY STOCK WHICH LIMITS HIS OR HER 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 ownership or leasehold  interest in any property.  Our president,  Mr.
Earl Abbott,  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 do not trade on any stock  exchange  or through  the
facilities of any quotation system.  While we have applied to have our shares of
common stock  quoted on the  National  Association  of  Securities  Dealers' OTC
Bulletin Board, there is no guarantee that we will be successful.

We had 38 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.

                                      -12-

<page>

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  complete  the  recommended  phase one and  phase two  mapping  and
sampling  programs on the BA  property.  We  anticipate  that the costs of these
programs will be approximately $18,000.

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 $43,000.

While we have enough funds on hand to complete the initial phase of  exploration
on the BA property,  we will require  additional funding to cover all additional
exploration,  as well as our administrative  expenses and additional exploration
of the BA property.  We anticipate that  additional  funding will 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.

If we do not secure  additional  funding for  exploration  expenditures,  we may
consider  seeking an arrangement with a joint venture partner that would provide
the  required  funding in  exchange  for  receiving  a part  interest  in the BA
property.  We have not undertaken any efforts to locate a joint venture partner.
There is no guarantee that we will be able to locate a joint venture partner who
will assist us in funding exploration expenditures upon acceptable terms.

If we are unable to arrange additional financing or find a joint venture partner
for the BA property, our business plan will fail and operations will cease.

Results Of Operations For Period Ending July 31, 2005

We did not earn any revenues from our  incorporation on May 26, 2004 to July 31,
2005.  We have not  commenced  the  exploration  stage of our  business  and can
provide  no  assurance  that we will  discover  economic  mineralization  on the
property.

We incurred  operating expenses in the amount of $25,575 for the period from our
inception  on May 26,  2004 to July 31,  2005.  These  operating  expenses  were
comprised of accounting  and audit fees of $12,876,  mineral  property  costs of
$7,500, filing fees of $2,442, legal fees of $2,030, consulting fees of $500 and
bank charges of $227.

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

ITEM 7:  FINANCIAL STATEMENTS

                                      -13-






                                AAA MINERALS INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                            Year Ended July 31, 2005


                                      -14-

<page>



                                                     MOEN AND COMPANY
                                                  CHARTERED ACCOUNTANTS
<table>
<caption>

                                                                                         <c>
Member:                                                                                     Securities Commission Building
Canadian Institute of Chartered Accountants                                                   PO Box 10129, Pacific Centre
Institute of Chartered Accountants of British Columbia                                Suite 1400 - 701 West Georgia Street
Institute of Management Accountants (USA) (From 1965)
                                                                                               Vancouver, British Columbia
Registered with:                                                                                            Canada V7Y 1C6
Public Company Accounting Oversight Board (USA) (PCAOB)
Canadian Public Accountability Board (CPAB)                                                     Telephone:  (604) 662-8899
Canada  - British Columbia Public Practice Licence                                                    Fax:  (604) 662-8809
                                                                                                  Email:  moenca@telus.net
--------------------------------------------------------------------------------------------------------------------------
</table>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of
AAA Minerals Inc.  (A Nevada Corporation) (An Exploration Stage Company)

We have audited the  accompanying  balance sheets of AAA Minerals Inc. (A Nevada
Corporation)  (An  Exploration  Stage  Company) as of July 31, 2005 and July 31,
2004, and the related statements of operations,  retained  earnings,  cash flows
and  changes  in  stockholders'  equity  for the year  ended  July 31,  2005 and
inception date, of May 26, 2004 to July 31, 2004. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our 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  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of AAA Minerals Inc. (A Nevada
Corporation)  (An  Exploration  Stage  Company) as of July 31, 2005 and July 31,
2004,  and the results of its  operations  and its cash flows for the year ended
July 31, 2005 and the period from incorporation date of May 26, 2004 to July 31,
2004 and cumulative  from May 26, 2004 to July 31, 2005 in conformity  with U.S.
generally accepted accounting principles.

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,  conditions exist which raise  substantial doubt about he
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these maters are also  described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                                           "Moen and Company"
Vancouver, British Columbia, Canada

                                                        Chartered Accountants
October 28, 2005

                     "Independent Accountants and Auditors"


                                      -15-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
BALANCE SHEETS
July 31, 2005, and July 31, 2004
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<table>
<caption>
                                     ASSETS

                                                                                     2005                   2004
                                                                                     ----                   ----
                                                                                                         As Restated
                                                                                                          (note 7)

                                                                               <c>                    <c>
Current Assets
   Cash                                                                           $ 15,503               $ 30,971
--------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                      $ 15,503               $ 30,971
==========================================================================================================================


                                   LIABILITIES
Current Liabilities
   Accounts payable and accrued liabilities                                       $  6,578                $  3,535
--------------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                    6,578                   3,535
--------------------------------------------------------------------------------------------------------------------------


                              STOCKHOLDERS' EQUITY

Common Stock (Note 4)
   75,000,000 shares authorized, with $0.001 par value per share
     5,512,000 shares issued and outstanding
     (July31, 2004 - 5,500,000 shares)
     Par value                                                                       5,512                  5,500
     Additional Paid in Capital                                                     28,988                 26,000
--------------------------------------------------------------------------------------------------------------------------
                                                                                    34,500                 31,500

Deficit Accumulated During The Exploration Stage                                   (25,575)                (4,064)
--------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                           8,925                 27,436
--------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                        $ 15,503               $ 30,971
==========================================================================================================================
</table>

                                                  Going Concern:  Note 1
Approved on Behalf of the Board:


                                    , Director and Chief Executive Officer
------------------------------------
                                    , Director and Chief Financial Officer
------------------------------------
    The accompanying notes are an integral part of these financial statements

                                      -16-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in US Dollars)
--------------------------------------------------------------------------------


<table>
<caption>
                                                                                     From           Cumulative From
                                                                  Year           May 26, 2004        May 26, 2004
                                                                 Ended          (Inception) to      (Inception) to
                                                                July 31,           July 31,            July 31,
                                                                  2005               2004                2005
                                                                  ----               ----                ----
                                                                                  As Restated        As Restated
                                                                                    (note 7)            (note 7)


                                                             <c>                <c>               <c>
Revenue                                                         $          -       $          -      $           -
----------------------------------------------------------------------------------------------------------------------

Expenses
   Accounting and audit fees                                           9,341              3,535              12,876
   Bank charges                                                          198                 29                 227
   Consulting                                                            500                  -                 500
   Filing fees                                                         2,442                  -               2,442
   Legal                                                               2,030                  -               2,030
   Mineral property costs                                              7,000                500               7,500
----------------------------------------------------------------------------------------------------------------------
Total Expenses                                                        21,511              4,064              25,575
----------------------------------------------------------------------------------------------------------------------

Net loss for the period                                         $    (21,511)      $     (4,064)     $      (25,575)
======================================================================================================================

Basic and diluted loss per share                                $      (0.00)             (0.00)
======================================================================================================================

Basic and Diluted
Weighted average number of shares                                  5,511,375          2,523,684
outstanding
======================================================================================================================
</table>


    The accompanying notes are an integral part of these financial statements

                                      -17-

<page>


AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
STATEMENT OF RETAINED EARNINGS (DEFICIT)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<table>
<caption>
                                                                                     From           Cumulative From
                                                                  Year           May 26, 2004        May 26, 2004
                                                                 Ended          (Inception) to      (Inception) to
                                                                July 31,           July 31,            July 31,
                                                                  2005               2004                2005
                                                                  ----               ----                ----
                                                                                  As Restated        As Restated
                                                                                    (note 7)            (note 7)

                                                            <c>                <c>                <c>

Retained earnings, beginning of the period                     $      (4,064)      $         -       $           -

Net loss for the period                                              (21,511)          ( 4,064)            (25,575)

--------------------------------------------------------------------------------------------------------------------
Retained earnings (Deficit), end of period                         $ (25,575)        $ (4,064)    $        (25,575)
====================================================================================================================
</table>



    The accompanying notes are an integral part of these financial statements

<page>

                                      -18-

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Expressed in US Dollars)

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


<table>
<caption>
                                                                                                           Cumulative From
                                                                                               From          May 26, 2004
                                                                              Year         May 26, 2004     (Inception) to
                                                                             Ended        (Inception) to       July 31,
                                                                            July 31,         July 31,
                                                                              2005             2004              2005
                                                                              ----             ----              ----
                                                                                           As Restated        As Restated
                                                                                             (note 7)          (note 7)

                                                                          <c>              <c>              <c>
Operating Activities

   Net loss for the period                                                   $  (21,511)      $   (4,064)      $  (25,575)
   Item not requiring use of cash
     Mineral property costs                                                           -               500             500

   Change in non-cash working capital balance
   related to operations

     Accounts payable and accrued liabilities                                     3,043            3,535            6,578
-----------------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                                           (18,468)             (29)         (18,497)
-----------------------------------------------------------------------------------------------------------------------------

Net cash from investing activities                                                    -                -                -
-----------------------------------------------------------------------------------------------------------------------------

Financing Activities

   Capital stock issued                                                           3,000           31,000           34,000
-----------------------------------------------------------------------------------------------------------------------------

Net cash from financing activities                                                3,000           31,000           34,000
-----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash during the period                                   (15,468)          30,971           15,503

Cash, beginning of the period                                                    30,971                -                -
-----------------------------------------------------------------------------------------------------------------------------

Cash, end of the period                                                      $   15,503       $   30,971       $   15,503
=============================================================================================================================

Supplemental Disclosure
    Interest paid                                                                     -                -
    Income taxes paid                                                                 -                -
    Shares issued for acquisition of mineral property                                 -                 500          500

</table>



    The accompanying notes are an integral part of these financial statements

                                      -19-

<page>


AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
 (Expressed in US Dollars)

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


<table>
<caption>
                                                                                                Deficit
                                                                                              Accumulated
                                                                              Additional       During the
                                                    Common Shares               Paid-in       Exploration
                                           ---------------------------------
                                               Number         Par Value         Capital          Stage             Total
                                               ------         ---------         -------          -----             -----
                                                               @ $0.001       As Restated                       As Restated
                                                              per share        (note 7)                          (note 7)

                                            <c>         <c>              <c>             <c>              <c>

Balance May 26, 2004 (Date of Inception)                -  $            -   $            -  $            -   $          -
Capital stock issued for cash
 - June, 2004 at $0.001                         3,000,000           3,000                -               -          3,000
 - June, 2004 at $0.01                          1,800,000           1,800           16,200               -         18,000
 - July, 2004 at $0.05                            200,000             200            9,800               -         10,000
Capital stock issued for mineral property
                                                  500,000             500                -               -            500
Net loss for the period from May 26,
  2004 (inception) to July 31, 2004                     -               -                -          (4,064)        (4,064)
-------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 2004                          5,500,000  $        5,500   $       26,000  $       (4,064)  $     27,436
Capital stock issued for cash
 - August, 2004 at $0.25                           12,000              12            2,988               -          3,000
Net loss for the year                                   -               -                -         (21,511)      (21,511)
-------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 2005                          5,512,000  $        5,512   $       28,988  $      (25,575)  $      8,925
===============================================================================================================================
</table>


    The accompanying notes are an integral part of these financial statements

                                      -20-

<page>


AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2005
------------------------------------------------------------------------

Note 1   Nature and Continuance of Operations
         ------------------------------------
AAA Minerals Inc. (the "Company") was incorporated under the law of the State of
Nevada on May 26, 2004,  and this is also the inception  date. The Company is an
Exploration  Stage  Company as  defined by  Statement  of  Financial  Accounting
Standard  ("SFAS") No. 7. The Company has acquired a mineral property located in
the Province of British  Columbia,  Canada,  and has not yet determined  whether
this  property  contains  reserves  that  are  economically   recoverable.   The
recoverability of amounts from the property will be dependent upon the discovery
of economically recoverable reserves,  confirmation of the Company's interest in
the  underlying  property,  the  ability  of the  Company  to  obtain  necessary
financing to satisfy the expenditure  requirements  under the property agreement
and to complete the  development  of the  property,  and upon future  profitable
production or proceeds for the sale thereof.


Going Concern

These  financial  statements  have been  prepared in accordance  with  generally
accepted  accounting  principles in the United States of America applicable to a
going  concern  which  assume  that the  Company  will  realize  its  assets and
discharge  its  liabilities  in the normal  course of business.  The Company has
incurred  losses since inception of $25,575 to July 31, 2005, and might not have
sufficient  operating  funds for the next twelve  months.  These factors  create
doubt  as to  the  ability  of the  Company  to  continue  as a  going  concern.
Realization  values may be  substantially  different from the carrying values as
shown in these financial  statements should the Company be unable to continue as
a going  concern.  Management  is in the  process  of  identifying  sources  for
additional financing to fund the ongoing development of the Company's business

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.

Mineral Property Costs
----------------------
The Company is in the exploration stage since its incorporation and inception on
May 26, 2004 and has not yet realized any revenues from its planned  operations.
It is primarily engaged in the acquisition and exploration of mining properties.
Mineral property  acquisition and exploration costs are charged to operations as
incurred.   When  it  has  been  determined  that  a  mineral  property  can  be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will be
amortized  using the  units-of-production  method over the estimated life of the
probable reserve.

                                      -21-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2005
------------------------------------------------------------------------


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

Use of Estimates and Assumptions
--------------------------------
The preparation of financial statements in conformity with US 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.

Foreign Currency Translation
----------------------------
The Company's functional and reporting currency is the United States dollar. The
financial  statements of the Company are  translated to United States dollars in
accordance with SFAS No. 52 "Foreign Currency Translation".  Monetary assets and
liabilities  denominated in foreign currencies are translated using the exchange
rate  prevailing  at the  balance  sheet  date.  Gains  and  losses  arising  on
translation  or  settlement  of foreign  currency  denominated  transactions  or
balances  are  included  in  the  determination  of  income.   Foreign  currency
transactions are primarily  undertaken in Canadian dollars. The Company has not,
to the date of these financials statements,  entered into derivative instruments
to offset  the  impact of  foreign  currency  fluctuations.  There is no foreign
currency translation adjustment to July 31, 2005.

Financial Instruments
---------------------
The  carrying  value of cash,  and  accounts  payable  and  accrued  liabilities
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.

                                      -22-

<page>


AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2005
------------------------------------------------------------------------


Note 2   Summary of Significant Accounting Policies - (cont'd)
         ------------------------------------------


Income Taxes
------------
Potential benefits of income tax losses are not recognized in the accounts until
realization  is more likely than not. The Company has adopted SFAS No. 109 as of
its  inception.  Pursuant to SFAS No. 109 the Company is required to compute tax
asset 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 reserve.

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 income statement.  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.

Stock-based Compensation
------------------------
In December  2002, the Financial  Accounting  Standards  Board issued  Financial
Accounting  Standard  No.  148,  "Accounting  for  Stock-Based   Compensation  -
Transition  and  Disclosure"   ("SFAS  No.  148"),  an  amendment  of  Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123").  The  purpose of SFAS No. 148 is to: (1) provide  alternative  methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based  employee  compensation,  (2) amend the disclosure
provisions  to require  prominent  disclosure  about the effects on reported net
income of an entity's  accounting  policy  decisions with respect to stock-based
employee  compensation,  and (3) to  require  disclosure  of  those  effects  in
financial information.  The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended July 31, 2004.

                                      -23-

<page>


AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2005
------------------------------------------------------------------------

Note 2   Summary of Significant Accounting Policies - (cont'd)
         ------------------------------------------

Stock-based Compensation (cont'd)
------------------------

The  Company  has  elected to  continue  to  account  for  stock-based  employee
compensation  arrangements  in  accordance  with the  provisions  of  Accounting
Principles  Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees",
("APB No.  25") and comply  with the  disclosure  provisions  of SFAS No. 123 as
amended by SFAS No. 148 as described above. In addition, in accordance with SFAS
No. 123 the  Company  applies  the fair  value  method  using the  Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No.  25,  compensation   expense  for  employees  is  recognized  based  on  the
difference, if any, on the date of grant between the estimated fair value of the
Company's  stock and the  amount an  employee  must pay to  acquire  the  stock.
Compensation  expense is recognized  immediately  for past services and pro-rata
for future services over the option-vesting period. To July 31, 2005 the Company
has not granted any stock options.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with SFAS No. 123
and the  conclusions  reached  by the  Emerging  Issues  Task Force in Issue No.
96-18.   Costs  are  measured  at  the  estimated   fair  market  value  of  the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earliest  of a  performance  commitment  or  completion  of  performance  by the
provider of goods or services as defined by EITF 96-18.

The  Company  has  also  adopted  the  provisions  of the  Financial  Accounting
Standards  Board  Interpretation  No.44,  Accounting  for  Certain  Transactions
Involving  Stock  Compensation - An  Interpretation  of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25.

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, 2005, the Company has no items that represent  other
comprehensive loss and, therefore,  has not included a schedule of comprehensive
loss in the financial statements.

Cash and Cash Equivalents
-------------------------
Cash represents funds on deposit with the Company's banker.

                                      -24-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2005
------------------------------------------------------------------------

Note 2   Summary of Significant Accounting Policies - (cont'd)
         ------------------------------------------

Concentration of Credit Risk
Financial  instruments  that  potentially  subject  the  Company to credit  risk
consist  principally  of cash.  Cash is  deposited  with a high  quality  credit
institution.

Note 3        Mineral Properties
              ------------------
Pursuant to a mineral  property  purchase  agreement  dated June 23,  2004,  the
Company  acquired a 100%  undivided  right,  title and interest in the BA claims
represented by five mineral  claims,  located in the Lillooet Mining Division of
British  Columbia,  Canada by issuance of 500,000 common shares of the Company's
capital  stock at a deemed price of $0.001 per share for cost of $500.  This was
originally  stated at $5,000 and is restated in these  financial  statements  to
$500 as outlined in Note 7, below.  This cost has been written off to operations
in the fiscal year ended July 31, 2004.  During the year ended July 31, 2005 the
company incurred $7,000 in resource  property  expenditures that are expensed in
the statement of operations.

These  claims  will only be valid as long as the  Company  spends a  minimum  of
$2,000 in exploration work on each claim each year.  Alternatively,  the Company
may pay the same amount per claim to the Government of British Columbia, Canada,
in order to maintain the claim in good standing;  this exploration work, or cash
segments in lien thereof, is due by November 14, 2006.

Note 4        Share Capital
              -------------
The total number of common stock authorized that may be issued by the Company is
75,000,000  shares of stock  with a par value of one tenth of one cent  ($0.001)
per share and no other class of shares is authorized.

During the period  from May 26,  2004  (Inception)  to July 31, 2004 the Company
issued 5,000,000  common shares for total cash proceeds of $31,000.  In addition
the Company  issued  500,000 common shares at a price of $0.001 each for mineral
properties  for a cost of $500.  During the year ended July 31, 2005 the Company
issued 12,000 common shares for total cash proceeds of $3,000.

At July 31, 2005 there are no outstanding stock options and no outstanding share
purchase warrants.

Note 5   Subsequent Event
         ----------------
The Company filed an SB-2 Registration Statement to register 2,512,000 shares of
common stock for resale by existing  shareholders of the Company with the United
States  Securities  and  Exchange  Commission.  The Company will not receive any
proceeds  from the  resale  of  these  shares  of  common  stock by the  selling
stockholders.  The registration  statement was declared  effective on August 22,
2005.

                                      -25-

<page>


AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2005
------------------------------------------------------------------------

Note 6   Income Taxes
         ------------
The Company has losses  forward for income tax purposes to July 31, 2005.  There
are no current or deferred tax expenses for the period ended July 31, 2005,  due
to the Company's loss position.  The Company has fully reserved for any benefits
of these  losses.  The deferred tax  consequences  of temporary  differences  in
reporting items for financial  statement and income tax purposes are recognized,
as appropriate.  Realization of the future tax benefits  related to the deferred
tax assets is dependent on many  factors,  including  the  Company's  ability to
generate  taxable  income within the net  operating  loss  carryforward  period.
Management  has  considered  these factors in reaching its  conclusion as to the
valuation allowance for financial  reporting purposes.  The income tax effect of
temporary  differences  comprising  the  deferred  tax assets and  deferred  tax
liabilities on the accompanying  consolidated  balance sheets is a result of the
following:

                                        July 31,
                                 2005             2004
                             -------------    ------------

Deferred tax assets          $     8,696      $     1,382
Valuation allowance          $    (8,696)     $    (1,382)
                             -------------    ------------
Net deferred tax assets      $         -      $         -
                             =============    =============

A reconciliation between the statutory federal income tax rate and the effective
income rate of income tax expense for the period ended July 31, 2005 and 2004 is
as follows:

                                                 2005             2004
                                             -------------    ------------
Statutory federal income tax rate               -34.0%            -34.0%
Valuation allowance                              34.0%             34.0%
                                             -------------    ------------
Effective income tax rate                         0.0%              0.0%
                                             =============    ============

The  benefit  of a  potential  reduction  in  future  income  taxes has not been
recorded  as an asset at July 31,  2005 as it is reduced  to nil by a  valuation
allowance, due to uncertainty of the application of losses.

                                      -26-

<page>


AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2005
--------------------------------------------------------------------------------

Note 7   Restatement of Figures for Fiscal Year Ended July 31, 2004
         ----------------------------------------------------------

         When the mineral  property (in note 3) was  acquired,  capital stock in
500,000  shares at $0.001 per share were  issued for a total of $500.  The total
consideration  was  incorrectly  disclosed as $5,000 by way of $500  credited to
paid up capital and $4,500  credited to additional  paid in capital.  The latter
$4,500 is not  correct  and is  deleted in these  financial  by  restatement  of
financial statements for the year ended July 31, 2004 by a reduction in the paid
in capital  initially  recorded  of $4,500 and a reduction  in mineral  property
costs expensed of $4,500.


                                      -27-

<page>

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

None.

ITEM 8A:  CONTROLS AND PROCEDURES

Evalution of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2005  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of our  chief  executive  officer  and our  principal  accounting
officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their  evaluation of our controls,  the chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.

PART III

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


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

Dr. Earl Abbott      62        President, C.E.O.,             May 26, 2004
                               promoter and director


Dennis LaPrairie     51        Secretary, Treasurer,          May 26, 2004
                               principal accounting
                               officer, principal
                               financial officer and
                               director
The following  describes the business  experience of the Company's directors and
executive officers, including other directorships held in reporting companies:

                                      -28-

<page>


Dr. Earl Abbott has acted as our president,  chief  executive  officer, promoter
and as a director since our incorporation on May 26,  2004.  Dr. Abbott received
his Ph.D. in geology from  Rice  University  in  1972.   He  is a member in good
standing of the Society of Mining Engineers of the American Institute of Mining,
Metallurgical  and  Petroleum  Engineers  and  is a past president of the Nevada
chapter of  the  American  Institute  of Professional Geologists, the Geological
Society of Nevada and the Nevada Petroleum Society.  For  the past 32 years, Dr.
Abbott  has  been self-employed as a consulting geologist.  During the past five
years,  he  has  provided  his  geological  consulting  services to Tornado Gold
International  Corp.,  Magnus International Resources, Gateway Gold Corporation,
MagmaChem LLC, Atna Resources Ltd., Mill City International Corporation, Mammoth
Gold Ltd., Graymont Western US  Inc.,  Big  Bar  Gold  Corporation,  King  Midas
Resources  (US)  Inc.,  Nucotec  Inc., L.E.H. Ventures Ltd., Metallica Resources
Inc.,  Lightning  Dock  Geothermal,  Duncan  Park  Holdings  Ltd.  and  Onstream
Resources  Inc.  He  has  also acted as president and a director of Big Bar Gold
Corporation, an  Alberta  and  British  Columbia  reporting  company involved in
mineral exploration in China and Mexico, since November 2003.  Since April 2004,
he  has  also  acted  as  president and a director of Tornado Gold International
Corp., a United States reporting company that is  involved  in  mineral property
exploration.  Dr. Abbott  is  responsible for managing the day to day affairs of
the company, reviewing all geological data and evaluating and acquiring property
holdings.

Since the  commencement of Dr. Abbott's  involvement in Big Bar Gold Corporation
and Tornado Gold International Corp.'s affairs, neither company has been a party
to any merger or similar agreement.  Tornado Gold International Corp.  continues
to  be  involved  in  the  exploration  of  mineral  properties  in  the  Battle
Mountain-Eureka  trend area of Nevada. Big Bar Gold Corporation remains involved
in the exploration of mineral properties in China and Mexico.

Dr. Abbott  devotes 25% of his business time to our affairs.  He is  responsible
for overseeing our day to day affairs,  including all administrative aspects. In
addition,  he is primarily  responsible  for  managing  our business  operations
concerning the acquisition and exploration of mineral properties.

Mr. Dennis LaPrairie has acted as our secretary, treasurer, principal accounting
officer and as a director since our  incorporation  on May 26, 2004. In 1977, he
graduated from the University of Nevada (Reno) with a Bachelor of Science degree
in Mining  Engineering.  From April 1984 to present,  Mr. LaPrairie has acted as
president  and owner of  LaPrairie  Mining  Limited.  In this  capacity,  he has
provided  geological  project  management  and  consulting  services  to mineral
exploration  and  production  companies.  From April  1994 to July 2004,  he was
employed as a supervisor  with the State of Nevada's  Division of  Environmental
Protection. In this capacity, he worked as an environmental engineer involved in
permitting, engineering and technical assistance in the solid waste branch.

He also  previously  acted as a director of  Vanadium  International  Inc.  from
August 1998 to November 2001, a United States reporting  company involved in the
exploration   of  mineral   properties.   During  that  time  period,   Vanadium
International  Inc. held property  interests in the Bisoni and Gibellini  claims
located in Eureka  County,  Nevada and the  Bisoni-McKay  claims  located in Nye
County,  Nevada.  It was not invovled in any merger or similar  agreement during
this time.

Mr.  LaPrairie  devotes 10% of his business time to our affairs.  Along with Dr.
Abbott,  he is  responsible  for our  acquisition  and  exploration  of  mineral
properties.

All directors are elected annually by our shareholders and hold office until the
next Annual  General  Meeting.  Each officer holds office at the pleasure of the
board of directors.  No director or officer has any family relationship with any
other director or officer.

Section 16(A) Beneficial Ownership Reporting Compliance

                                      -29-

<page>

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 December 31, 2003 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 position            Reports     Reported      Required Form
----------------------------------     ----------- ------------  ---------------
Dr. Earl Abbott                         0           0              1
(President and director)
Dennis LaPrairie                        0           0              1
(Secretary, treasurer and director)

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, 2005.

<table>
<caption>
                          Annual Compensation                         Long Term Compensation
                          -------------------                         ----------------------
                                                   Other Annual       Restricted Stock Options/   LTIP          All Other
Name (1)       Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
--------       -----      ----     ------   -----  ------------       -------          --------   -----------   ------------

            <c>        <c>       <c>     <c>    <c>                <c>             <c>          <c>          <c>
Earl           President   2005     $0       0          0                  0                0          0                0
Abbott
Dennis         Secretary   2005     $0       0          0                  0                0          0                0
LaPrairie      Treasurer
</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 of
our shares of common stock at October 31, 2005 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                  1,500,000       27.21%
Stock          President, Chief
               Executive Officer
               and Director
               3841 Amador Way
               Reno, Nevada 89502

Common         Dennis LaPrairie                 1,500,000       27.21%
Stock          Secretary, Treasurer
               Principal Accounting Officer
               and Director
               1855 Hunter Lake Drive
               Reno, Nevada 89509

Common         All Officers and Directors       3,000,000       54.42%
Stock          as a Group that consists of        shares
               two people

                                      -30-

<page>

The percent of class is based on  5,512,000  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.

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
 10.1*            Mineral Property Purchase Agreement
23.2**            Consent of Glen Macdonald, Professional
                  Geologist
 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

We did not file any reports on Form 8-K during the last quarter of 2005.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our  principal  accountants,  Moen & Company,  Chartered  Accountants,  rendered
invoices to us during the fiscal  periods  indicated for the following  fees and
services:


                                          May 26, 2004
                                         (inception) to      Fiscal year ended
                                          July 31, 2004        July 31, 2005

Audit fees                                     $o                   $o
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.

                                      -31-

<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 Minerals Inc.


By          /s/ Earl Abbott
            Dr. Earl Abbott
            President, CEO & Director
            Date: October 28, 2005

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/ Earl Abbott
            ---------------------------
            Earl Abbott
            President, CEO & Director
            Date: October 28, 2005


By          /s/ Dennis LaPrairie
            ---------------------------
            Dennis LaPrairie
            Secretary and Director
            Date: October 28, 2005


                                      -32-