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

                                  FORM 10-KSB/A
				 AMENDMENT #2

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

                  For the fiscal year ended JULY 31, 2006

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

     For the transition period from _________________ to __________________

                       Commission file number: 333-119848


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



             Nevada    				     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 _____

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

	      Yes    X   				No _____

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

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

$10,560,528 as at November 2 , 2006 based on the closing trading price of
our common stock

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

      34,272,000  shares  of  common  stock as at November 2 , 2006







<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...............................................15

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

FINANCIAL DISCLOSURES.......................................................25

ITEM 8A:  CONTROLS AND
PROCEDURES..................................................................25

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.......26

ITEM 10:  EXECUTIVE COMPENSATION............................................28

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....28

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................29

ITEM 13:  EXHIBITS AND REPORTS..............................................29

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES............................30






<PAGE>


PART I


ITEM 1:  DESCRIPTION OF BUSINESS

IN GENERAL

We commenced operations as a company involved in the acquisition and exploration
of resource properties.  During the fiscal year ended July 31, 2005, we held a
100% interest in five mineral claims comprising the BA property.  During the
fiscal year ended July 31, 2006, our interest in the BA property lapsed.

We are continuing to review other potential acquisitions in the resource sector.
Currently, we are in the process of completing a due diligence investigation of
various opportunities in the oil and gas sector, as well as the base and
precious metals sectors.  However, there is no guarantee that we will be able to
reach any agreement to acquire such assets.

EMPLOYEES

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

RESEARCH AND DEVELOPMENT EXPENDITURES

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

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

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

RISK FACTORS

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

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

Our current operating funds are less than necessary to complete any acquisition
of a business interest and fund its future development.  As of July 31, 2006, we
had cash in the amount of $60,910.  We currently do not have any operations and
we have no income.  We will require additional funds to review, acquire and
develop business assets.  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.

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

We were incorporated on May 26, 2004 and have been involved in the acquisition
and exploration of mineral exploration properties. We were unsuccessful in this



<PAGE>
initial business plan and are now seeking to acquire an interest in alternative
assets.  We may not be able to identify and acquire any interest in suitable
business assets.

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

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

We have incurred losses since our inception resulting in an accumulated deficit
of $50,617 at July 31, 2006.  Further losses are anticipated in the acquisition
and development of a business.  As a result, there is substantial doubt about
our ability to continue as a going concern. Our ability to continue as a going
concern is dependent upon our ability to generate profitable operations in the
future and/or to obtain the necessary financing to meet our obligations and
repay our liabilities arising from normal business operations when they come
due.  If we cannot raise financing to meet our obligations, we will be insolvent
and will cease business operations.

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

Our directors own approximately 52.5% of the outstanding shares of our common
stock.  Accordingly, they will have a significant influence in determining the
outcome of all corporate transactions or other matters, including mergers,
consolidations, and the sale of all or substantially all of our assets.  They
will also have the power to prevent or cause a change in control. The interests
of our 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.

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

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




<PAGE>
FORWARD-LOOKING STATEMENTS

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

ITEM 2:  DESCRIPTION OF PROPERTY

We do not have any ownership or leasehold interest in any property.  Our
president, Mr. 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 were quoted on the OTC Bulletin Board on February 13,
2006.   However,  during the fiscal year ended July 31, 2006, no trades  of  our
common stock occurred through the facilities of the OTC Bulletin Board.

The quotations on the  OTC  Bulletin  Board reflect inter-dealer prices, without
retail  mark-up,  mark-down  or  commission   and   may   not  represent  actual
transactions.

We had 39 shareholders of record as at the date of this annual report.

DIVIDENDS

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

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

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

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

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




<PAGE>
Our plan of operation for the twelve months following the date of this annual
report is to continue to review other potential acquisitions in the resource
sector.  Currently, we are in the process of completing a due diligence
investigation of various opportunities in the oil and gas sector, as well as the
base and precious metals sectors.

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 cover our administrative expenses for the
next 12 months, we will need additional funding for the review, acquisition and
development of business assets.  We anticipate that additional funding will be
required in the form of equity financing from the sale of our common stock.
However, we do not have any arrangements in place for any future equity
financing.

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED JULY 31, 2006

We did not earn any revenues during the fiscal year ended July 31, 2006.  We
incurred operating expenses in the amount of $36,042 for the fiscal year.  These
operating expenses were comprised of consulting fees of $12,500, accounting and
accounting and audit fees of $14,999, filing and transfer agent fees of $3,307,
, legal fees of $5,000, office costs of $125 and bank charges of $111.

Our net loss in fiscal 2006 ($36,042) was slightly higher than in fiscal 2005
($21,511) primarily due to an increase in consulting fees ($500 in 2005 as
compared to $12,500) in 2006 and an increase in accounting and auditing feees
($9,341 in 2005 as compared to $1,999) in 2006.

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






<PAGE>
ITEM 7:  FINANCIAL STATEMENTS


















                                AAA ENERGY INC.

                          (FORMERLY AAA MINERALS INC.)

                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                 JULY 31, 2006











REPORT OF INDEPENDENT REIGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO THE FINANCIAL STATEMENTS












<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the  Stockholders  and  Board  of  Directors of AAA ENERGY INC. (formerly AAA
MINERALS INC.):

We have audited the balance sheets of AAA  ENERGY  INC.  (formerly  AAA MINERALS
INC.)  (an  exploration  stage  company)  as  at July 31, 2006 and 2005 and  the
statements of operations, stockholders' equity and cash flows for the years then
ended  and the period from May 26, 2004 (Inception)  to  July  31,  2006.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility is to express  an  opinion on these financial statements based on
our audits.

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

In  our  opinion, these financial statements present  fairly,  in  all  material
respects, the financial position of the Company as at July 31, 2006 and 2005 and
the results of operations and cash flows and changes in stockholders' equity for
the years  then  ended  and the period from May 26, 2004 (Inception) to July 31,
2006 in conformity with accounting  principles  generally accepted in the United
States of America.

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


                                  "DMCL  LLP"

                                                           CHARTERED ACCOUNTANTS

Vancouver, Canada
October 20, 2006






<PAGE>
AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
BALANCE SHEETS
As at July 31
___________________________________________________________________________

<TABLE>
<CAPTION>

<S>                                              <C>               <C>
                                                       2006              2005

                                      ASSETS
Current Assets
 Cash                                               $   60,910        $   15,503

Total Assets                                        $   60,910        $   15,503


                                    LIABILITIES
Current Liabilities
 Accounts payable and accrued liabilities           $   28,027        $    6,578

Total Liabilities                                       28,027             6,578


                               STOCKHOLDERS' EQUITY

Common Stock (Note 4)
 Authorized:
 100,000,000 common shares $0.001 par value
 Issued:
 34,272,000 common shares
 (2005 - 33,072,000 shares)                             16,772            15,572
     Additional Paid in Capital                         77,728            18,928
Deficit accumulated during the exploration stage       (61,617)          (25,575)

Total Stockholders' Equity                              32,883             8,925

Total Liabilities and Stockholders' Equity          $   60,910        $   15,503

</TABLE>

GOING CONCERN:  NOTE 1







 The accompanying  notes  are an integral part of these financial statements



<PAGE>

AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
_____________________________________________

<TABLE>
<CAPTION>
 <S>                                         <C>             <C>                  <C>

	                                                                          Cumulative From
										  May 26, 2004
                                                        Years ended               (Inception)
                                                        July 31,		  to July  31,
                                                 2006               2005          2006


Revenue                                        $      -        $      -          $         -

Expenses
 Accounting and audit fees                       14,999           9,341               27,875
 Bank charges                                       111             198                  338
 Consulting fees                                 12,500             500               13,000
 Filing and transfer agent fees                   3,307           2,442                5,749
 Legal fees                                       5,000           2,030                7,030
 Mineral property costs (Note 3)                      -           7,000                7,500
 Office expenses                                    125               -                  125

Total Expenses                                   36,042          21,511               38,076

Net loss                                       $(36,042)       $(21,511)         $   (61,617)

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

Weighted average number of shares
outstanding 				     33,121,219      33,068,250


</TABLE>














                          The accompanying notes are  an  integral part of these
financial statements





<PAGE>

AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
___________________________________________________________________________

<TABLE>
<CAPTION>


											  Cumulative From
											   May 26, 2004
                                                                        Years ended	  (Inception) to
                                                                          July 31,	      July 31
                                                                      2006        2005          2006
<S>                                                         <C> <C>           <C>      <C>

Operating Activities

 Net loss                                                          $(36,042)   $ (21,511)    $(61,617)

 Non cash items
   Mineral property costs                                                -             -          500

 Change in non-cash working capital balance relating to
 operations

   Accounts payable and accrued liabilities                         21,449         3,043       28,027

Net cash used in operating activities                              (14,593)      (18,468)     (33,090)


Financing Activities

 Capital stock issued for cash                                      60,000         3,000       94,000

Net cash from financing activities                                  60,000         3,000       94,000

Increase (decrease) in cash                                         45,407       (15,468)      60,910


Cash, beginning                                                     15,503        30,971            -


Cash, ending                                                       $60,910       $15,503      $60,910


Supplemental Cash Flow Disclosures:
    Cash paid for:
       Interest                                                          -             -          -
       Income taxes                                                      -             -          -
    Non cash item:
       Shares issued for acquisition of mineral property                 -             -        500

</TABLE>





   The accompanying notes are an integral part of these financial statements





<PAGE>

AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
May 26, 2004 (Inception) to July 31, 2006
___________________________________________________________________________


<TABLE>
<CAPTION>
                                                                          Deficit Accumulated During the

                                                               Additional
<S>                                       <C>        <C>       <C>        <C>                            <C>
                                             Common Shares      Paid-in            Exploration
                                            Number   Par Value  Capital               Stage                       Total

Balance May 26, 2004 (Inception)                  -  $       - $       -          $       -                      $     -
Capital stock issued for cash
 - June, 2004 at $0.001                   18,000,000     3,000         -                  -                        3,000
 - June, 2004 at $0.01                    10,800,000    10,800     7,200                  -                       18,000
 - July, 2004 at $0.05                    1,200,000      1,200     8,800                  -                       10,000
Capital stock issued for mineral property
                                          3,000,000        500         -                  -                          500
Net loss                                          -          -         -             (4,064)                      (4,064)
Balance, July 31, 2004                    33,000,000    15,500    16,000             (4,064)                      27,436
Capital stock issued for cash
 - August, 2004 at $0.25                     72,000         72     2,928                  -                        3,000
Net loss                                          -          -         -            (21,511)                     (21,511)
Balance, July 31, 2005                    33,072,000    15,572    18,928            (25,575)                       8,925
Capital stock issued for cash
 - July, 2006 at $0.30                    1,200,000      1,200    58,800                  -                       60,000
Net loss                                          -          -         -            (36,042)                     (36,042)
Balance, July 31, 2006                    34,272,000 $  16,772 $  77,728          $ (61,617)                  $   32,883

</TABLE>













  The accompanying notes are an integral  part  of these financial statements





<PAGE>









<PAGE>
AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2006
________________________________________________________________________

  Note 1   Nature and Continuance of Operations

AAA  Energy  Inc. (the "Company") (formerly AAA Minerals Inc.) was incorporated
under the law of the State of Nevada on May 26, 2004.  The Company is an
Exploration Stage Company as defined by Statement of Financial Accounting
Standard ("SFAS") No. 7. The Company 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.

These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future.  The
Company has incurred losses since inception resulting in an accumulated deficit
of $61,617 as at July 31, 2006 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern.  The ability to continue  as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they
come due. Management intends to finance operating costs over the next twelve
months with existing cash on hand and loans from directors and or private
placement of common stock.


During the year ended July 31, 2006 the Company's directors approved a stock
split of the Company's authorized and issued common stock such that every one of
the Company's common stock be forward split for six post split common shares of
the Company and to decrease the post split authorized common share capital of
the Company to 100,000,000 common shares with a par value of $0.001. Prior to
the stock split the Company's authorized common share capital was 75,000,000
shares with a par value of $0.001. These financial statements are presented as
if the forward stock split took place at the beginning of all periods presented.

  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.






<PAGE>
AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2006
_______________________________________________________________________


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

Mineral Property Costs

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

Use of Estimates and Assumptions

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

Foreign Currency Translation

The Company's functional and reporting  currency is the United States dollar.
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. The
Company has not, to the date of these financials statements, entered into
derivative instruments to offset the impact of foreign currency fluctuations.

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.









<PAGE>
AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2006
________________________________________________________________________


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

Environmental Costs

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

Income Taxes

The Company has adopted SFAS No. 109 as of its inception. Pursuant to SFAS No.
109 the Company  is  required  to compute tax 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
allowance.


Basic and Diluted Net Loss Per Share

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

Stock-based Compensation


In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005,
the  Securities and Exchange  Commission ("SEC") issued Staff Accounting
Bulletin ("SAB") No. 107, "Share-Based Payment", which provides supplemental
implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-
based  payments  to employees, including grants of employee  stock options, to
be recognized in the financial statements based on the grant date fair value of
the award. SFAS No. 123R was to be effective for interim or annual reporting
periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a
rule that will permit most registrants  to implement SFAS No. 123R at the
beginning of their next fiscal year, instead of the next  reporting period as
required by SFAS No. 123R. The pro-forma disclosures previously permitted under
SFAS No. 123 no longer will be an alternative to financial statement
recognition. Under SFAS No. 123R, the Company must determine the appropriate
fair value model  to  be  used  for valuing share-based payments, the amortiza-
tion method for compensation cost and the transition method to be used at date
of adoption.






<PAGE>
AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2006
________________________________________________________________________


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


Stock-based Compensation - (cont'd)

The transition methods include prospective and retroactive adoption options.
Under the retroactive options, prior periods may be restated either as of the
beginning of the year  of  adoption  or for all periods presented. The pro-
spective method requires that compensation expense be recorded for all
unvested stock options and restricted stock at the beginning of the first
quarter of adoption of SFAS No. 123R, while the retroactive  methods would
record compensation expense for all unvested stock options and restricted stock
beginning with the first period restated. The Company adopted the modified
prospective approach  of  SFAS No. 123R for the quarter beginning November 1,
2005. The Company did not record any  compensation  expense  in  the fourth
quarter of 2006 because there were no stock options outstanding prior to the
adoption or at July 31, 2005.

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, 2006, 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

The Company considers all highly-liquid investments with maturities of three
months or less, at the time of issuance, to be cash and cash equivalents.

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 3,000,000 (500,000 pre stock split)
common shares of the Company's capital stock at a price of $0.001 per share for
cost of $500.  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. During the year ended July 31, 2006 the Company did not incur the
required property expenditures and consequently the claims lapsed.





<PAGE>
AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2006
________________________________________________________________________

     Note 4  Share Capital


During  the year ended July 31, 2006 the Company's directors approved a stock
split of the Company's authorized and issued common stock such that every one
of the Company's common stock be  forward split for six post split common
shares of the Company and to decrease the post split authorized common share
capital of the Company to 100,000,000 common shares with a par value of
$0.001. Prior to the stock split the Company's authorized common share capital
was 75,000,000 shares with a par value of $0.001.

These financial statements are presented as if the forward stock split took
place at the beginning of all periods presented.

During the period ending July 31, 2004 the Company issued 30,000,000 common
shares for total  cash proceeds of $31,000. In addition the Company issued
3,000,000 (500,000 prestock split) 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 72,000 common shares
for cash proceeds of $3,000.

During the year ended  July 31, 2006, the Company issued 1,200,000 units at a
price of $0.30 per unit for the aggregate purchase price of $60,000. Each unit
consists of once share of common stock and one non-transferable share purchase
warrant entitling the holder to purchase an additional share of common stock
for $0.60 for a period of two years until July 12, 2008.

At July 31, 2006 there are 1,200,000 outstanding share purchase warrants and no
outstanding stock options.


Note 5  Income Taxes

The Company has loss carry forwards for income tax purposes to July 31, 2006.
There are no current or deferred tax expenses for the period ended July 31,
2006, 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 balance sheets is a result of
the following:


                                   July 31,
                                  ----------
                           2006               2005
                        -----------        ----------

 Deferred tax assets      $20,950            $8,696
 Valuation allowance      (20,950)           (8,696)
                        -----------        ----------
 Net deferred tax assets     $-                $-
                        -----------        ----------






<PAGE>
AAA ENERGY INC.
(Formerly AAA MINERALS INC.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2006
________________________________________________________________________

Note 5  Income Taxes - (cont'd)

A reconciliation between the statutory federal income tax rate and the
effective income rate of income tax expense  for  the  period ended July 31,
2006 and 2005 is as follows:

<TABLE>
<CAPTION>
                                          2006   2005
<S> <C> <C> <C> <C> <C> <C>   <C> <C>

Statutory federal income tax rate        -0.3%  -0.3%
Valuation allowance                       0.3%   0.3%
Effective income tax rate                 0.0%   0.0%
</TABLE>


The benefit of a potential reduction in future  income  taxes has not been
recorded as an asset at July 31, 2006 as it is reduced to nil by a valuation
allowance, due to uncertainty of the application of losses.










<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 2006 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       63       President, C.E.O.,             May 26, 2004
			       promoter and director





<PAGE>



Dennis LaPrairie     52        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:

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.

Dr. Abbott devotes 25% of his business time to our affairs.

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 involved in any merger or similar agreement during
this time.

Mr. LaPrairie devotes 10% of his business time to our affairs.

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






<PAGE>
other director or officer.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms we received, we believe
that during the fiscal year ended 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		    0
(President and director)
Dennis LaPrairie                  0                0		    0
(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, 2006.

<TABLE>
<CAPTION>
 <S>              <C>       <C>  <C>    <C>   <C>                       <C>              <C>      <C>         <C>

                           Annual Compensation                         Long Term Compensation
Name (1)         Title     Year Salary Bonus Other Annual Compensation Restricted Stock Options/ LTIP
                                                                       Awarded          SARs (#) payouts ($) All Other
                                                                                                             Compensation
Earl             President 2006 $0     0     0                         0                0        0              0
Abbott
Dennis           Secretary 2006 $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 November 2, 2006 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.





<PAGE>

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

COMMON         Dr. Earl Abbott                  9,000,000       26.26%
STOCK          President, Chief
               Executive Officer
               and Director
               3841 Amador Way
               Reno, Nevada 89502

COMMON         Dennis LaPrairie                 9,000,000       26.26%
STOCK          Secretary, Treasurer
               Principal Accounting Officer
               and Director
               1855 Hunter Lake Drive
               Reno, Nevada 89509

COMMON         Albert Au                           Nil           0.00%
STOCK          Director
               6250 King's Lynn Street
               Vancouver, BC

COMMON         All Officers and Directors       18,000,000      52.52%
STOCK          as a Group that consists of        shares
               three people

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

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

ITEM 13:  EXHIBITS AND REPORTS

Exhibits

  3.1*            Articles of Incorporation
  3.2*            Bylaws
  5.1*            Legal opinion of Warren J. Soloski, with consent to use
 31.1             Certification pursuant to Rule 13a-14(a) under the






<PAGE>
                  Securities Exchange Act of 1934
 31.2             Certification pursuant to Rule 13a-14(a) under the
                  Securities Exchange Act of 1934
 32.1             Certification pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002
 32.2             Certification pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002
 99.1**           BA Property Location Map

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

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

Reports on Form 8-K

During and subsequent to the last quarter of fiscal 2006, we filed the following
current reports on Form 8-K:

   1.  On July 19, 2006, we announced that we had issued 200,000 pre-split units
       of our common stock for total proceeds of $60,000.

   2.  On August 1, 2006, we announced that Albert Au was appointed as a
       director of the company.

   3.  On August 14, 2006, we announced that we had engaged Dale Matheson Carr-
       Hilton LaBonte, Chartered Accountants as our new independent accountant,
       in place of Moen & Company, Chartered Accountants.

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:



                                         Fiscal year ended   Fiscal year ended
                                          July 31, 2005        July 31, 2006

Audit fees                                    $5,000               $5,000
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.

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






<PAGE>
our independent accountants provided to us in the past two fiscal years.

SIGNATURES

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

AAA Energy, Inc.


By     /s/ Earl Abbott
       Dr. Earl Abbott
       President, CEO & Director
       Date: November 2 4 , 2006

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: November 2 4 , 2006


By     /s/ Dennis LaPrairie___________
       Dennis LaPrairie
       Secretary and Director
       Date: November 2 4 , 2006