UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB/A



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



For the fiscal year ended  December 31, 2007



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



For the transition period from o to o



Commission file number  0-31444



Altus Explorations, Inc.(Name of small business issuer in its charter)




Nevada98-0361119(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)2482 Edgemont Boulevard, North Vancouver, British ColumbiaV7R 2M8(Address of principal executive offices)(Zip Code)




Issuer's telephone number  778-883-9951



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



Title of each class
NilName of each exchange on which registered
Nil




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



Common Shares, par value $0.001(Title of class)




Check whether the issuer is not required to file reports pursuant to Section 13 or 125(d) of the Exchange Act o



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 o



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B 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. x



Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes x;   No o



Registrant’s revenues for its most recent fiscal year were $0



The aggregate market value of the voting and non-voting common equity held by non-affiliates computed based on the average bid and asked prices as of April 9, 2008, was approximately $3,264.35.



The number of shares outstanding of the issuers common equity as of April 9, 2008, was 2,328,640shares of common stock, par value par value $.001.



DOCUMENTS INCOPRORATED BY REFERENCE



None.



Transitional Small Business Disclosure Format (Check one):   Yes o;   No x



EXPLANATORY NOTE



This Amendment No. 1 to the Annual Report on Form 10-KSB for the year ended December 31, 2007 of Altus Explorations, Inc. (Altus or the Company) filed with the Securities and Exchange Commission (the SEC) on April 15, 2008 (the Original Filing) is being filed to add the disclosure required in Part III, Items 9, 10, 11, 12, 13, and 14 of Form 10-KSB, all of which are incorporated into the Original Filing by reference.  All other material in the Original Filing remains in effect for the year ended December 31, 2007.



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Form 10-KSB

Table of Contents



Part

Item No.

III

9

Directors, Executive Officers, Promoters, and Control Persons; Compliance

With Section 16(a) of the Exchange Act

10

Executive Compensation

11

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

12

Certain Relationships and Related Transactions

13

Exhibits

14

Principal Accountant Fees and Services

Signatures







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PART III



Item 9.Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.




Directors and Executive Officers, Promoters and Control Persons



The officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers and significant employees, their ages, positions held, and duration as such, are as follows:



|                    |                                   |     |                                
|------------------- | --------------------------------- | --- | -------------------------------
|Name                | Position Held with our Company    | Age | Date First
Elected or Appointed
|David Whyte         | Director, President and Secretary | 39  | May 9, 2007                    
|Greg A. Thompson(1) | Director, President and Secretary | 53  | November 18, 2005              
|Dion Bukard(2)      | Director                          | 60  | February 3, 2006               
|Yazmin Leyva(3)     | Treasurer                         | 30  | August 16, 2006                

(1)

Greg A. Thompson resigned as Director, President and Secretary of the Company on May 9, 2007.

(2)

Dion Bukard resigned as Director of the Company on May 9, 2007.

(3)

Yazmin Leyva resigned as Treasurer of the Company on May 9, 2007.



Business Experience



The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.



David Whyte



Mr. Whyte is a business development and marketing entrepreneur with over twenty years experience in various areas ranging from property development, commercial development of technologies and services.  Mr. Whyte for the last five years has owned and operated a property development company Method Homeworks that developed residential properties in Vancouver.  Prior to that Mr. Whyte founded and ran several technology companies; Sentec Network Solutions an offshore software development company based out of Vancouver, BC and Hong Kong, Speedclaim.com a firm that developed software that processed insurance claims for the Auto Glass Industry based out of Vancouver, BC.



Greg A. Thompson



Mr. Thompson became a director on November 18, 2005, and president on February 1, 2006.



Mr. Thompson has 25 years of diversified experience in oil & gas production, operations, contracts, marketing, transportation, and financial instruments. Mr. Thompson is the president and chief operating officer for Orbit Energy LLC. From 2001-2002, he was general manager, oil & gas sales for Coast Energy Group and from 1998-1999, he was manager national oil & gas accounts for Columbia Energy Services. From 1996-1998, he was Director-Oil & Gas Division for TexPar Energy, Inc. From 1993-1996, Mr. Thompson held the position of Vice President, Oil & Gas Marketing with Teco Energy Marketing (Now PG&E Energy Services).  From 1989-1993, he was Vice President, Oil & Gas Marketing for Graham Resources Corp., and from 1979-1989, he was Director, Oil & Gas Marketing for United Gas Pipeline Co., a Division of Occidental Petroleum.







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Dion Burkard



Mr. Burkard has 20 years business development experience in oil field production equipment and pipeline design, has extensive management experience and field operating experience, and is a certified environmental inspector. He currently is a vice president of SCS Energy Services, responsible for marketing and business development. From 1995 - 1999 he was field service superintendent for Diamond Oil and Gas. Prior to that he was president of an environmental firm providing Phase I and Phase II environmental site assessments for institutions, insurance companies and for various governmental agencies.



Yazmin Leyva

Ms. Leyva serves as director of operations for Orbit Energy, LLC. From 2004-2005, she was responsible for payable and collections for World Wide Express. From 2003-2004 she was cash flow accountability manager for BTI Financial. From 2000-2003, she served as manager of information technology and cash flow reports for Classic Hardwood Floors of Texas.



Family Relationships



There are no family relationships between any of our directors or executive officers.



Involvement in Certain Legal Proceedings



None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:



1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;



2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);



3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or



4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.



Section 16(a) Beneficial Ownership Compliance



Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2007, all filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.



Code of Ethics



Effective February 27, 2004, the Company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board of Directors, our company's officers including our president (being our principal executive officer) and our company's chief financial officer (being our principal financial and



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accounting officer), contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:



(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;



(2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;



(3) compliance with applicable governmental laws, rules and regulations;



(4) the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and



(5) accountability for adherence to the Code of Business Conduct and Ethics.



Our Code of Business Conduct and Ethics requires, among other things, that all of the Company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our Company officers.



In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.



Our Code of Business Conduct and Ethics is filed with the Securities and Exchange Commission as Exhibit 14.1.



Corporate Governance



The Board of Directors currently has no standing audit committee, compensation committee, or nominating committee.



Item 10.Executive Compensation.




The following table summarizes the compensation of key executives during the last two complete fiscal years. No other officers or directors received annual compensation in excess of $100,000 during the last two complete fiscal years.







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|                                               |           |                     |                            |                                 |                                             |                                             |              |                         
|---------------------------------------------- | --------- | ------------------- | -------------------------- | ------------------------------- | ------------------------------------------- | ------------------------------------------- | ------------ | ------------------------
|SUMMARY COMPENSATION TABLE                    
|                                               |           | Annual Compensation | Long Term Compensation (1) |                                
|                                               |           |                     |                            |                                 | Awards                                      | Payouts                                     |             
|Name and Principal
Position                    | Year      | Salary              | Bonus                      | Other
Annual
Compen-
sation (1) | Securities
Underlying
Options/
SARs
Granted | Restricted
Shares or
Restricted
Share
Units | LTIP
Payouts | All Other
Compen-
sation
|David Whyte(2)
President, Secretary,
Director  | 2007      | Nil                 | Nil                        | Nil                             | Nil                                         | Nil                                         | Nil          | Nil                     
|Greg Thompson(3)
President, Secretary
Director | 2007
2006 | $Nil                | Nil
Nil                    | Nil
Nil                         | Nil
Nil                                     | Nil
Nil                                     | Nil
Nil      | Nil
Nil                 
|Yazmin Leyva(4)
Treasurer                      | 2006      | $Nil                | $Nil                       | Nil                             | Nil                                         | Nil                                         | Nil          | Nil                     



(1)   The value of perquisites and other personal benefits, securities and property for the Named Executive Officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus is not reported herein.

(2)

David Whyte became a director on May 9, 2007.

(3)  Greg Thompson became a director on November 18, 2005 and our president on February 1, 2006.  Mr.    Thompson resigned as the Companys director and president on May 9, 2007.

(4)  Yazmin Leyva became our treasurer on August 16, 2006.  Ms. Leyva resigned as the Companys treasurer on May 9, 2007.



Employment/Consulting Agreements



We have consulting agreements with certain former officers and directors to provide services to company as required at rates to be agreed.



Long-Term Incentive Plans



There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.



We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.



Stock Option Plan



On January 28, 2004 we established a stock option plan pursuant to which 5,483,040 common shares were reserved for issuance.



Stock options become exercisable at dates determined by the Board of Directors at the time of granting the option and have initial terms of ten years.



Stock Options/SAR Grants



During the year ended December 31, 2007, no options were granted to directors or executive officers. During the year ended December 31, 2004 we granted the following stock options to our current and former directors and executive officers:





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Options/SAR Grants in Year-Ended December 31, 2004

|               |                                                           |                                                                 |                          |                  
|-------------- | --------------------------------------------------------- | --------------------------------------------------------------- | ------------------------ | -----------------
|Name           | Number of
Securities
Underlying
Options/
SARs
Granted
(#) | % of Total
Options/
SARs
Granted to
Employees
in Fiscal
Year(1) | Exercise
Price
($/Share) | Expiration Date  
|Greg Thompson  | 100,000                                                   | 2.31%                                                           | $0.425                   | November 19, 2014
|Darrell Parlee | 100,000                                                   | 2.31%                                                           | $0.425                   | November 19, 2014
|Milton Cox     | 1,175,000                                                 | 27.17%                                                          | $0.425                   | November 19, 2014
|Donald Sytsma  | 1,175,000                                                 | 27.17%                                                          | $0.425                   | November 19, 2014
|Bassam Nastat  | 1,175,000                                                 | 27.17%                                                          | $0.425                   | November 19, 2014



(1)

The denominator (of 4,325,000) was arrived at by calculating the net total number of new options awarded to directors, officers, employee and consultants during the year ended December 31, 2004. There were 800,000 stock options granted to non-employees during the year ended December 31, 2004.



In anticipation of the adoption of FAS 123(R) for Altus's calendar year ending December 31, 2006, the Board of Directors approved the vesting of all issued and outstanding stock options issued under the 2004 Stock Option Plan as of December 30, 2005.



There were no stock options exercised during the year ended December 31, 2007.



Directors Compensation



We reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the year ended December 31, 2007. We have no present formal plan for compensating our directors for their service in their capacity as directors, although in the future, such directors are expected to receive compensation and options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.





Report on Executive Compensation

Our compensation program for our executive officers is administered and reviewed by our board of directors. Historically, executive compensation consists of a combination of base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities, performance and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various factors, including implementation of our business plan, acquisition of assets, development of corporate opportunities and completion of financing.















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Item 11.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Beneficial Ownership



The following table sets forth, as of May 14th, 2008, certain information with respect to the beneficial ownership of our common shares by each shareholder known to us to be the beneficial owner of 5% of our common shares, and by each of our officers and directors. Each person has sole voting and investment power with respect to the common shares, except as otherwise indicated. Beneficial ownership consists of a direct interest in the common shares, except as otherwise indicated.





|                                                                                 |                                           |                       
|-------------------------------------------------------------------------------- | ----------------------------------------- | ----------------------
|Name and Address of
Beneficial Owner                                             | Amount and Nature of
Beneficial Ownership | Percentage
of Class(1)
|Milton Cox
7227 Winchester Road, #258
Memphis, TN 38118
USA                      | 326,435(2)                                | 14.02%                
|Bassam Nastat
5831 Winch Street
Burnaby, BC V5B 2J4
Canada                       | 225,430                                   | 9.68%                 
|Greg A. Thompson
11123 Tupper Lake Drive
Houston, TX 77042
USA                   | 30,000                                    | 1.29%                 
|Dion Burkard
2003 Charlotte Estates Drive
Austin, TX 78744                       | Nil                                       | nil                   
|Sterling Management of Belize
5 Park Avenue
Orange Walk Town
Belize City, Belize | 200,000                                   | 8.59%                 
|David Whyte
2482 Edgemont Boulevard, North Vancouver, British Columbia           | Nil                                       | Nil                   
|Directors and Officers as a group (1)                                            | Nil                                       | Nil                   



(1)  Based on 2,328,640 shares outstanding as of December 31st, 2008 and, as to a specific person, shares issuable pursuant to the conversion or exercise, as the case may be, of currently exercisable or convertible debentures, share purchase warrants and stock options.

(2)

Of these shares, 46,435 are owned by CodeAmerica Investments, LLC, a company wholly owned by Mr. Cox.



Changes in Control



We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.









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Item 12.Certain Relationships and Related Transactions.




Transactions with management and others



We have not entered into any transactions with  related persons for the year ended December 31, 2007.



Item 13.Exhibits.




Exhibits required by Item 601 of Regulation S-B



(3)Articles of Incorporation and Bylaws




3.1   Articles of Incorporation (incorporated by reference to our SB2 Registration Statement filed January 29,  2002).



3.2   Bylaws (incorporated by reference to our SB2 Registration Statement filed January 29, 2002).



3.3   Certificate of Forward Stock Split filed with Nevada Secretary of State on November 6, 2003. (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)



3.4   Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on February 2,  2004. (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)



(10)Material Contracts




10.1           Convertible Loan Agreement between Altus Explorations Inc. and CodeAmerica Investments, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).



10.2           Convertible Loan Agreement between Altus Explorations Inc. and Paragon Capital, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).



10.3          Convertible Loan Agreement between Altus Explorations Inc. and DLS Energy Associates, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).



10.4          2004 Stock Option Plan (incorporated by reference from our Registration Statement of Form S-8, filed on February 27, 2004)



(14)Code of Ethics




14.1          Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)



(31)Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934




(32)Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer




Item 14.Principal Accountant Fees and Services




On May 10, 2007, Dale Matheson Carr-Hilton Labonte LLP, was engaged as our independent accountant.  The change of accountant was approved by majority consent of the board of directors dated May 10, 2007.  At the same



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meeting, the Board of Directors approved the dismissal of Malone & Bailey, PC as its independent accountant effective immediately.  There were no disagreements between us and Malone & Bailey, PC on any matter of accounting principles or practices, financial statements disclosures or auditing scope and procedures. The former accountants report on our financial statements does not contain any adverse opinions or disclaimers of opinions and is not qualified or modified as to uncertainty other than a going concern uncertainty, auditing scope or accounting principles. Prior to engaging the new accountant, we did not consult with them  regarding any accounting or auditing concerns.



Dale Matheson Carr-Hilton Labonte LLP served as the Companys independent auditors for the fiscal year ending December 31, 2007, and has been appointed by the Board to continue as the Company's independent auditor for the Company's fiscal year ending December 31, 2008.



The fees for services provided by Dale Matheson Carr-Hilton Labonte LLP and Malone & Bailey, PC to us in each of the fiscal years ended December 31, 2006 and December 31, 2007 were as follows:



|                   |            |        
|------------------ | ---------- | -------
|Fees               | 2006       | 2007   
|Audit fees         | $16,600(1) | $13,000
|Audit related fees | 0          | 0      
|Tax fees           | 0          | 0      
|All other fees     | 0          | 0      



(1) Paid to Malone & Bailey, PC





Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 20, 2008.



ALTUS EXPLORATIONS, INC.

By:  /s/  David Whyte



David Whyte





President and Principal Executive Officer



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



Signature

Title

Date



By:

/s/ David Whyte

President, Secretary,

May 20, 2008

David Whyte

Principal Executive Officer, Principal

Financial Officer and Director