UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-QSB

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

      For the quarterly period ended   October 31, 2005
                                      ------------------

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

      For the transition period                  to
                               ------------------   --------------------

      Commission File Number    333-119848
                            -----------------


                             AAA MINERALS INC.
    -----------------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)


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

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


Issuer's telephone number, including area code:        (775) 827-2324
                                                ---------------------------

                                      N/A
    -----------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                 last report)


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

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  5,512,000 shares of $0.001 par value
common stock outstanding as of December 23, 2005.

<page>




                                AAA MINERALS INC.

                         (An Exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                October 31, 2005

                                      -2-

<page>


AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in US Dollars)
--------------------------------------------------------------------------------
<table>
<caption>
                                                        ASSETS
                                                                                October 31,             July 31,
                                                                                   2005                   2005
                                                                                   ----                   ----
                                                                                (Unaudited)             (Audited)

                                                                             <c>                     <c>
Current Assets
   Cash                                                                         $  9,128               $ 15,503
   Prepaid expenses                                                                1,000                      -
------------------------------------------------------------------------------------------------------------------------

Total Assets                                                                    $ 10,128               $ 15,503
------------------------------------------------------------------------------------------------------------------------


                                                      LIABILITIES
Current Liabilities
   Accounts payable and accrued liabilities                                     $  7,930               $  6,578
------------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                  7,930                  6,578
------------------------------------------------------------------------------------------------------------------------


                                                 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 (July 31, 2004 - 5,500,000 shares) Par value
                                                                           5,512                  5,512
     Additional Paid in Capital                                                   28,988                 28,988
------------------------------------------------------------------------------------------------------------------------

                                                                                  34,500                 34,500

Deficit Accumulated During The Exploration Stage                                 (32,302)               (25,575)
------------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                         2,198                  8,925
------------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                                      $ 10,128               $ 15,503
------------------------------------------------------------------------------------------------------------------------
</table>

                                                         Going Concern:  Note 1


    The accompanying notes are an integral part of these financial statements

                                      -3-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
(Expressed in US Dollars)
--------------------------------------------------------------------------------
<table>
<caption>
                                                                                             Cumulative From
                                                                                              May 26, 2004
                                                              Three months ended             (Inception) to
                                                                 October 31,                   October 31,
                                                           2005               2004                2005
                                                           ----               ----                ----
                                                                                           As Restated (note 5)

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

Expenses
   Accounting and audit fees                                    5,000              2,443              17,876
   Bank charges                                                    23                 48                 250
   Consulting                                                       -                  -                 500
   Filing and transfer agent fees                               1,704                584               4,146
   Legal                                                            -              2,030               2,030
   Mineral property costs                                           -                  -               7,500
---------------------------------------------------------------------------------------------------------------

Total Expenses                                                  6,727              5,105              32,302
---------------------------------------------------------------------------------------------------------------

Net loss for the period                                  $     (6,727)      $     (5,105)  $         (32,302)
---------------------------------------------------------------------------------------------------------------

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

Basic and Diluted
Weighted average number of shares                           5,512,000          5,509,522
outstanding
---------------------------------------------------------------------------------------------------------------
</table>



    The accompanying notes are an integral part of these financial statements

                                      -4-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
INTERIM STATEMENT OF RETAINED EARNINGS (DEFICIT)
(Unaudited)
(Expressed in US Dollars)
--------------------------------------------------------------------------------
<table>
<caption>
                                                                                                From May 26,
                                                                                                    2004
                                                                    Three months ended         (Inception) to
                                                                       October 31,              October 31,
                                                                 2005                2004           2005
                                                                 ----                ----           ----
                                                                                                As Restated
                                                                                                  (note 5)

                                                           <c>              <c>              <c>
Retained earnings (Deficit), beginning of the                $     (25,575)   $      (8,564)    $             -

Net loss for the period                                           (  6,727)         ( 5,105)            (32,302)

---------------------------------------------------------------------------------------------------------------
Retained earnings (Deficit), end of period                   $     (32,302)   $     (13,669)    $       (32,302)
---------------------------------------------------------------------------------------------------------------
</table>



    The accompanying notes are an integral part of these financial statements

                                      -5-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in US Dollars)
--------------------------------------------------------------------------------
<table>
<caption>
                                                                                                     Cumulative From
                                                                                                      May 26, 2004
                                                                                                     (Inception) to
                                                                         Three months ended            October 31,
                                                                            October 31,
                                                                       2005              2004             2005
                                                                       ----              ----             ----
                                                                                                       As Restated
                                                                                                        (note 5)

                                                                   <c>               <c>             <c>
Operating Activities

   Net loss for the period                                            $   (6,727)       $   (5,105)      $  (32,302)
   Item not requiring use of cash
     Mineral property costs                                                    -                 -              500

   Change in non-cash working capital balance
   related to operations

     Accounts payable and accrued liabilities                              1,352              (523)           7,930
----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                     (5,375)           (5,628)         (23,872)
----------------------------------------------------------------------------------------------------------------------

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

Financing Activities

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

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

Increase (decrease) in cash during the period                             (5,375)           (2,628)          10,128

Cash, beginning of the period                                             15,503            30,971                -
----------------------------------------------------------------------------------------------------------------------

Cash, end of the period                                               $   10,128        $   28,343       $   10,128
----------------------------------------------------------------------------------------------------------------------

Supplemental Disclosure
    Interest paid                                                              -                 -                -
    Income taxes paid                                                          -                 -                -
    Shares issued for acquisition of mineral property                          -                 -              500
</table>



    The accompanying notes are an integral part of these financial statements

                                      -6-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
 (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 5)                          (note 5)

                                            <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
Net loss for the period                                 -               -                -          (6,727)        (6,727)
-------------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 2005                       5,512,000  $        5,512   $       28,988  $      (32,302)  $      2,198
-------------------------------------------------------------------------------------------------------------------------------
</table>



    The accompanying notes are an integral part of these financial statements

                                      -7-

<page>

AAA MINERALS INC.
(A Nevada Corporation)
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
(Unaudited)
October 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 $32,302 to October 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 accompanying  unaudited interim  financial  statements have been prepared by
the  Company  pursuant  to  the  rules  and  regulations  of the  United  States
Securities and Exchange Commission. Certain information and disclosures normally
included in annual financial  statements  prepared in accordance with accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed or omitted pursuant to such rules and  regulations.  In the opinion of
management, all adjustments and disclosures necessary for a fair presentation of
these  financial  statements  have been included.  Such  adjustments  consist of
normal recurring adjustments.  These interim financial statements should be read
in  conjunction  with the audited  financial  statements  of the Company for the
fiscal period ended July 31, 2005.

The results of operations  for the three month period ended October 31, 2005 are
not indicative of the results that may be expected for the full year.

                                      -8-

<page>

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


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



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.

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 October 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.

                                      -9-

<page>

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


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

                                      -10-

<page>

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

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

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

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.

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 October 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 October 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.

                                      -11-

<page>

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

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

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

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 claims in good standing; this exploration work, or cash
segments in lieu 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 October 31, 2005 there are no  outstanding  stock options and no  outstanding
share purchase warrants.

                                      -12-

<page>

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


Note 4        Share Capital - (cont'd)
              -------------

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.

Note 5   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.

Note 6   Income Taxes
         ------------
The Company  has losses  forward  for income tax  purposes to October 31,  2005.
There are no current or deferred tax  expenses for the period ended  October 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:


                                                  October 31,
                                        -----------------------------
                                               2005            2004
                                               ----            ----
           Deffered tax assets          $     10,983    $      4,647
           Valuation allowance          $    (10,983)   $     (4,647)
                                        -------------   -------------
           Net deffered tax assets      $          -    $          -
                                        =============   =============

                                      -13-

<page>


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

Note 6   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 October 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 October 31, 2005 as it is reduced to nil by a valuation
allowance, due to uncertainty of the application of losses.

                                      -14-

<page>

Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This quarterly 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 likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.

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 October 31, 2005

We did not earn any revenues  during the  three-month  period ending October 31,
2005. We incurred operating expenses in the amount of $6,727 for the three-month
period  ended  October  31,  2005,  as  compared  to a loss  of  $5,105  for the
comparative  period in  fiscal  2004.  The  slight  increase  in net loss in the
current fiscal year is a result of an increase in accounting and audit fees.

Our operating  expenses were  comprised of accounting  and audit fees of $5,000,
filing and transfer agent fees $1,704 and bank charges of $23.

At October 31, 2005,  we had total assets of $10,128,  consisting of $9,128 cash
and prepaid expenses of $1,000.  At the same date, our liabilities  consisted of
accounts payable and accrued liabilities of $7,930.

                                      -15-

<page>

ITEM 3:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

Our  management  evaluated  the  effectiveness  of our  disclosure  controls and
procedures  as of the end of our  fiscal  quarter  on  October  31,  2005.  This
evaluation was conducted by our chief executive  officer,  Dr. Earl Abbott,  and
our principal accounting officer, Dennis LaPrairie.

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 his  evaluation  of our  controls,  our 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 II- OTHER INFORMATION

Item 1.  Legal Proceedings

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

                                      -16-

<page>

Item 2.  Changes in Securities

The Company did not issue any  securities  during the quarter  ended October 31,
2005.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K

31.1  Certification   pursuant   to   18   U.S.C.   Section   1350,  as  adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2  Certification   pursuant   to   18   U.S.C.   Section   1350,  as  adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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


SIGNATURES

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

DATED:  December 23, 2005

AAA Minerals Inc.

/s/ Dr. Earl Abbott
------------------------------
Dr. Earl Abbott, President

                                      -17-