UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                              Amendment #3
                                  FORM 10-QSB /A

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

      For the quarterly period ended   January 31, 2008
                                      ------------------

[ ]   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 ENERGY, INC.
    -----------------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)

          Nevada                                   90-0338080

---------------------------------         -------------------------------
(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
                                                ---------------------------


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

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

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

State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 34,272,000 shares of $0.001
par value common stock outstanding as of March 14, 2008



<PAGE>



















                                AAA ENERGY INC.


                         (AN EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                JANUARY 31, 2008

















BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS





<PAGE>

AAA ENERGY INC.
(An Exploration Stage Company)
BALANCE SHEETS
(unaudited)

<TABLE>
<CAPTION>

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

                      ASSETS
Current
 Cash                                $82,388         $114,425
 Prepaid expenses                    28,875          -
 Due from related parties            315             -

Total Assets                         $111,578        $114,425


                   LIABILITIES
Current
 Accounts payable and accrued
 liabilities                         $41,577         $46,333
 Convertible Note (Note 3)           137,974         58,063

Total Liabilities                    179,551         104,396

               STOCKHOLDERS' EQUITY

Common Stock
 Authorized:
 100,000,000 common shares
 $0.001 par value Issued:
 34,272,000 common shares
 (July 31, 2007 - 34,272,000
 shares)                             34,272          34.272
Additional Paid-in Capital           334,535         234,535
Deficit accumulated during the
exploration stage                    (436,780)       (258,778)

Total Stockholders' (Deficit) Equity (67,973)        10,029

Total Liabilities and Stockholders'
(Deficit) Equity                     $111,578        $114,425

</TABLE>







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



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

<TABLE>
<CAPTION>

<S>                     <C>        <C>        <C>        <C>        <C>
                                                                    Cumulative
                                                                    From
                                                                    May 26,
                          Three                   Six               2004 -
                       months ended            months ended         (Inception)
                        January 31,             January 31,         to January
                       2008        2007        2008        2007     31, 2008

EXPENSES
 Accounting and audit
 fees                  $5,103      $3,743      $13,578     $5,873   $50,589

 Bank charges          115         191         253         253      827
 Consulting fees       16,861      1,391       29,026      21,151   88,409
 Filing and transfer
 agent fees            -           1,044       250         1,474    7,748

 Interest expense
 (Note 3)              50,035      2,073       79,911      2,073    127,281
 Investor relation     -           -           -           -        19,350
 Legal fees            -           -           2,500       -        19,530
 Mineral property costs
 (Note 2)              5,000       -           5,000       -        17,500
 Mineral property
 exploration costs     2,867       -           11,005      -        11,005
 Office expenses       7,000       690         9,983       2,190    18,244
 Travel and promotion  14,226      14,233      26,496      22,848   76,297

NET LOSS               (101,207)   (23,365)    (178,002   (55,862) (436,780)

BASIC AND DILUTED LOSS
PER SHARE              $(0.00)     $(0.00)     $(0.01)     $(0.00)

WEIGHTED AVERAGE NUMBER
OF SHARES
OUTSTANDING -         34,272,000  34,272,000  34,272,000  34,727,000
BASIC AND DILUTED

</TABLE>















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



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

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

                                                                 Cumulative
                                                                 From
                                              Six                May 26, 2004
                                          months ended           (Inception) to
                                          January 31,            January 31,
                                      2008          2007         2008


CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                             $(178,002)    $(55,862)    $(436,780)
 Non cash items:,
   Interest expense                   79,911        2,073        127,281
   Shares issued for mineral
   property costs                     -             -            500

 Change in non-cash working
 capital item:
   Prepaid expenses                   (28,875)      -            (28,875)
   Accounts payable and accrued
   liabilities                        (4,756)       9,300        41,577
   Due to related parties             (315)         -            (315)

NET CASH USED IN OPERATIONS           (132,037)     (44,489)     (296,612)


CASH FLOWS FROM FINANCING ACTIVITIES

 Capital stock issued for cash        -             -            94,000
 Convertible Note                     100,000       50,000       285,000

NET CASH (USED IN) FROM FINANCING
ACTIVITIES                            100,000       50,000       379,000

INCREASE (DECREASE) IN CASH           (32,037)      5,511        82,388

CASH, BEGINNING                       114,425       60,910       -

CASH, ENDING                          $82,388       $66,421      $82,388

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



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



<PAGE>
Note 1  Basis of presentation

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared
in accordance with United States generally accepted accounting  principles
("US GAAP") for interim financial information and with the instructions to
Form   10-QSB   of  Regulation  S-B.   Certain  information  and  footnote
disclosures  normally   included   in  financial  statements  prepared  in
accordance with US GAAP have been condensed  or  omitted  pursuant to such
rules  and  regulations. However, except as disclosed herein,  there  have
been no material  changes in the information disclosed in the notes to the
financial statements  for  the  year  ended  July 31, 2007 included in the
Company's annual report filed with the Securities and Exchange Commission.
The interim unaudited financial statements should  be  read in conjunction
with  those  financial  statements  included  in the Form 10-KSB.  In  the
opinion of Management, all adjustments considered  necessary  for  a  fair
presentation, consisting solely of normal recurring adjustments, have been
made.  Operating results for the six months ended January 31, 2008 are not
necessarily  indicative  of  the results that may be expected for the year
ending July 31, 2008.

Note 2  Advance

During the period   ending  January  31, 2008,  the  Company   advanced  a
consultant $28,875.  The advance is to be used to  investigate  and secure
projects in China


Note 3  Convertible Note

On November 8,  2007, a Lender  advanced  to  the Company, as  a part of a
Note agreement an additional amount of $100,000. All such amounts advanced
under the Note will comprise the principal amount which bears interest  at
10% per  annum and matures on January 11, 2009.  The principal amount will
be subject to conversion terms, where by at any time from the date  of the
Note until the date that the Company repays the entire amount of principal
to the Lender, the lender at its sole option, may  convert  a  portion, or
all, of the principal amount outstanding into units  in  the capital stock
of  the  Company.   Each  $0.40  of  principal  outstanding at the time of
conversion  may  be converted into one unit consisting of one common share
and one non-transferable share purchase warrant  exercisable  for a period
of up to two years  from  the  date  of  conversion.  Each  warrant  shall
entitle  the  Lender to purchase an additional common share of the Company
at $0.60 during the term of warrants.






<PAGE>
Note 3  Mineral Property

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

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


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

During  the  quarter  ended  January 31, 2008, the  Company decided not to
pursue further on this option agreement








<PAGE>
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

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

On August 4, 2007, the Company was granted an option to acquire 100%
interest, subject to a 2% net smelter royalty, in one mineral claim
located in the Lillooet Mining Division in the Province of British
Columbia.  Under the terms of the option agreement, the Company must make
cash payment of CDN$255,000 and issue 500,000 shares of common stock in
various stages as follows: CDN$5,000 (paid) upon signing of the agreement,
CDN$30,000 and issuance of 100,000 shares of common stock by the first
anniversary of this agreement; CDN$40,000 and 100,000 shares by the second
anniversary of this agreement; CDN$50,000 and issuance of 100,000 shares
by the third anniversary of this agreement; CDN$60,000 and issuance of
100,000 shares by the fourth anniversary of this agreement; and CDN$70,000
and issuance of 100,000 shares by the fifth anniversary of this agreement.
The Company must also pay 2% Net Smelter Returns Royalty ("NSR") upon
commencement of commercial production.  The Company may purchase half of
the 2% NSR for a one-time payment of $1,000,000. During the quarter, in
light of exploration logistics and access issues relating to this mineral
property and the Company's focus on its Chinese molybdenum prospects, the
Company has announced its intent to drop its interest in this prospect.

We anticipate spending an additional $35,000 on administrative fees, including
fees we will incur in complying with reporting obligations.

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







<PAGE>
RESULTS OF OPERATIONS FOR PERIOD ENDING JANUARY 31, 2008

We did not earn any revenues during the three-month period ending January 31,
2008.  We incurred operating expenses in the amount of $101,207 for the three-
month period ending January 31, 2008.  Our operating expenses were comprised of
travel and promotion costs of $14,226, consulting fees of $16,861, mineral
property costs of $5,000, mineral property exploration costs of $2,867,
accounting and audit fees of $5,103, office expenses of $7,000, interest
expense of $50,035, and bank charges of $115.

At January 31, 2008, we had total assets of $112,578 consisting of cash of
$82,388, advance of $28,875 and due from related parties of $315 and
$179,551 in liabilities consisting of accounts payable and accrued liabilities
of $41,577 and $137,974 pursuant to a convertible note.

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 January 31, 2008.  This
evaluation was conducted by our chief executive officer, Dr. Earl Abbott, and
our principal accounting officer, David Lorge.

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.




<PAGE>
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.

Item 2.     Changes in Securities

The Company did not issue any securities during the quarter ended
January 31, 2007.

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

Exhibits

31.1  Certification pursuant to Rule 13a-14(a) under the 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

Current Reports on Form 8-K

None

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:  March 14, 2008

AAA Energy, Inc.

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


/s/ Dave Lorge
-------------------------------
David Lorge, Director