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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

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

                    FOR THE FISCAL YEAR ENDED AUGUST 31, 2008

                        COMMISSION FILE NUMBER 333-129148

                          ROYAL ENERGY RESOURCES, INC.
              (Exact name of small business issuer in its charter)

             DELAWARE                                             11-3480036
   (State or Other Jurisdiction                                 (IRS Employer
of Incorporation or Organization)                            Identification No.)

    256-260 BROADWAY, SUITE 309
            BROOKLYN, NY                                            11211
(Address of Principal Executive Office)                           (Zip Code)

       543 BEDFORD AVENUE, #176
             BROOKLYN, NY                                           11211
(Former Address of Principal Executive Office)                    (Zip Code)

                    ISSUER'S TELEPHONE NUMBER (800) 620-3029

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                        COMMON STOCK, $0.00001 PAR VALUE
                              (TITLE OF EACH CLASS)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [_] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [_]

Indicate by check mark whether the registrant (1) has 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 [_]

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained here-in, and will not 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-K or any
amendment to this Form 10-K. [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
(Check one)

Large accelerated filer [_]        Accelerated filer [_]
Non-accelerated filer [_]          Smaller reporting company [X]

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

The aggregate market value of the shares of our common stock, par value
$0.00001, held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently completed
second fiscal quarter. $441,124.

As of October 31, 2008, the registrant had outstanding 18,287,731 shares of its
common stock, par value of $0.00001 and 100,000 shares of its preferred stock,
par value $0.00001.

                       DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference into this Report except those
Exhibits so incorporated as set forth in the Exhibit index.


<PAGE>
<TABLE>
<S>                 <C>
                                       ROYAL ENERGY RESOURCES, INC.

                                             TABLE OF CONTENTS

                                                 FORM 10-K

                                                  Part I


                                                                                                     Page
PART I
Item 1      Business                                                                                   3
Item 1A     Risk Factors                                                                               9
Item 2      Properties                                                                                 9
Item 3      Legal Proceedings                                                                         12
Item 4      Submission of Matters to a Vote of Security Holders                                       12

PART II
Item 5      Market for Registrant's Common Equity, Related Stockholder Matters and
              Issuer Purchases of Equity Securities                                                   13
Item 6      Selected Financial Data                                                                   15
Item 7      Management's Discussion and Analysis of Financial Condition and Results of
              Operations                                                                              15
Item 7A     Quantitative and Qualitative Disclosures About Market Risk                                18
Item 8      Financial Statements and Supplementary Data                                               19
Item 9      Changes in and Disagreements with Accountants on Accounting and Financial
              Disclosure                                                                              39
Item 9AT    Controls and Procedures                                                                   39
Item 9B     Other Information                                                                         40

PART III
Item 10     Directors, Executive Officers and Corporate Governance                                    41
Item 11     Executive Compensation                                                                    42
Item 12     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                                          42
Item 13     Certain Relationships and Related Transactions, and Director Independence                 44
Item 14     Principal Accountant Fees and Services                                                    45

PART IV
Item 15     Exhibits and Financial Statement Schedules                                                46


                                                    2
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From time to time, we may publish forward-looking statements relative to such
matters as anticipated financial results, business prospects, technological
developments and similar matters. The Private Securities Litigation Reform Act
of 1995 provides a safe harbor for forward-looking statements. The following
discussion and analysis should be read in conjunction with the report on the
Consolidated Financial Statements and the accompanying Notes to Consolidated
Financial Statements appearing later in this report. All statements other than
statements of historical fact included in this Annual Report on Form 10-K are,
or may be deemed to be, forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange
Act of 1934, as amended. Important factors that could cause actual results to
differ materially from those discussed in such forward-looking statements
include, but are not limited to, the following: our current liquidity needs, as
described in our periodic reports; changes in the economy; our inability to
raise additional capital; our involvement in potential litigation; volatility of
our stock price; the variability and timing of business opportunities; changes
in accounting policies and practices; the effect of internal organizational
changes; adverse state and federal regulation and legislation; and the
occurrence of extraordinary or catastrophic events and terrorist acts. These
factors and others involve certain risks and uncertainties that could cause
actual results or events to differ materially from management's views and
expectations. Inclusion of any information or statement in this report does not
necessarily imply that such information or statement is material. We do not
undertake any obligation to release publicly revised or updated forward-looking
information, and such information included in this report is based on
information currently available and may not be reliable after this date.


                                     PART I

ITEM 1: BUSINESS

                                  ORGANIZATION

Royal Energy Resources, Inc. ("RER" or the "Company") was originally organized
in Delaware on March 22, 1999, with the name Webmarketing, Inc.
("Webmarketing"). On July 7, 2004, the Company revived its charter and changed
its name from Webmarketing to World Marketing, Inc.

On November 5, 2007, the Company filed its Definitive Information Statement on
Schedule 14C to report the following corporate actions:

      1.    To approve an amendment to the Company's Articles of Incorporation
            to increase the Company's authorized capital to 110,000,000 shares
            comprising 100,000,000 shares of common stock par value $0.00001 per
            share and 10,000,000 shares of preferred stock par value $0.00001
            per share;

      2.    To specifically delineate the rights of the holders of common stock
            $0.00001 par value with respect to dividends, liquidation and voting
            rights;

      3.    To confirm the right of the Company's board of directors to
            designate and issue from time to time, in one or more series, shares
            of preferred stock par value $0.00001 per share subject to such
            designations and powers, preferences and rights, and qualifications,
            limitations and restrictions thereof hereinafter adopted by the
            Company's board of directors;

      4.    To specifically delineate the right of the Company's board of
            directors to issue shares of common and preferred stock for such
            consideration as may be determined by the Company's board of
            directors (but not less than par value) and to issue rights or
            options to acquire such shares on terms and conditions to be
            determined by the Company's board of directors; and

                                       3
<PAGE>

      5.    To change the name of the Company to Royal Energy Resources, Inc.

The foregoing became effective on December 12, 2007, upon filing the amendment
with the Delaware Secretary of State.

Webmarketing attempted to establish a web-based marketing business for health
care products from its inception in 1999 until 2001. However, the Company did
not have any revenues and discontinued operations in 2001.

                                    BUSINESS

ENERGY AND MINING
                                     LEASES

The Company has been the successful bidder in United States Government auctions
to purchase certain oil and gas lease rights. The oil and gas leases currently
comprise approximately 12,000 and 2,535 acres in Crook, Banner, Weston, Goshen,
Niobrara, Converse, Campbell, Freemont, Laramie, Sublette and Platt Counties,
Wyoming as of August 31, 2008 and 2007, respectively. In addition, the Company
holds the lease for uranium rights on approximately 3,500 and 1,293 acres in
Wyoming as of August 31, 2008 and 2007, respectively.

The Company is generally negotiating with energy and mining companies to develop
the potential resources that may be contained in the properties and will
typically either farm-out or sell the lease and retain an over-riding royalty
interest on any potential future production. As of August 31, 2008, the Company
has completed three transactions: 308 acres in Natrona County with Bill Barrett
Corporation of Colorado; 75 acres in Weston County, Wyoming with Orion Energy;
and 360 acres in Goshen and Platt Counties, Wyoming with Carpenter and Sons. In
October 2008, we completed one additional transaction for 80 acres in Niobrara
County to Black Diamond Minerals, LLC.

                         OIL AND GAS DRILLING PROSPECTS

During 2008, the Company prepaid $119,011 as estimated drilling and completion
costs for a 25% working interest in three wells in Washington County, Oklahoma.
Two of the wells were being completed at August 31, 2008, and the third well
will commence completion in November 2008. See Item 2.

As a result of the current real estate market, the Company expects to
concentrate the majority of its resources in energy projects.

REAL ESTATE
Our primary objective was to acquire, make necessary renovations and resell both
residential and commercial real estate. It was anticipated that we might lease
some of the properties while they were being held for sale. We completed the
acquisition of our first property on August 25, 2005, a condominium located in
Brooklyn, New York, in exchange for $25,000 in cash and 1,900,000 shares of our
common stock which was valued at $190,000. We received a deed to the property
and there was no mortgage on the property nor are there any liens on the
property.

                                       4
<PAGE>

In March 2008, the Company entered into a rescission agreement to return the
real estate that it previously held to the individual who originally transferred
the property in exchange for 1,900,000 shares of the Company's common stock. The
original value of the real estate was $215,000 and upon the rescission was
valued at $200,000. The Company has recorded a loss of $15,000 on this
transaction during the period, upon transferring the real estate to the original
seller and canceling the 1,900,000 shares.

As a result of the current real estate environment in the United States, we are
currently limiting any potential acquisitions to Eastern European countries. The
real estate will be sold directly by us to the extent deemed practical. If
necessary, broker services will be used to expedite a given sale.


OTHER
Mr. Roth, our President, Chief Executive Officer and Chief Financial Officer, is
our sole active employee. Mrs. Taub, our Secretary and Treasurer, will not be
active in our day-to-day operations.

RER does not have any plans or arrangements to merge with another company or
otherwise engage in a transaction that would change the control of RER.

The mailing address of our principal executive office is 256-260 Broadway, Suite
309, Brooklyn, New York 11211 and our telephone number is 800-620-3029.

                  FINANCIAL POSITION AND FUTURE FINANCING NEEDS

We are a development stage company. We have not previously been in the energy
business, or in the business of acquiring, renovating and selling or leasing
real estate.

We have not established sources of revenues sufficient to fund the development
of business, projected operating expenses and commitments for our fiscal year
ending August 31, 2009. We have been in the development stage since our
inception, March 22, 1999, have accumulated a net loss of $665,263 through
August 31, 2008, and incurred a loss of $454,174 for the year then ended.

We ceased our plans to begin a web-based marketing business for health-care
products in 2001 and all operations were discontinued. The Company sold its
common stock in private transactions which raised $120,500 in 2006, $80,070 in
2007 and $413,172 in 2008. The Company plans to make sales of its common stock
in private transactions or to borrow funds as needed to raise sufficient capital
to fund the development of business, projected operating expenses and
commitments. However, there can be no assurance that we will be able to obtain
sufficient funding to develop our current business plan.

                                       5
<PAGE>

                                   COMPETITION

ENERGY AND MINING
The Company expects to concentrate the majority of its resources in oil and gas
and mining by acquiring leasehold interests and either selling or farming them
out to other companies for development, while retaining an over-riding royalty
interest. The Company has elected to participate in the development of certain
properties in Oklahoma. The Company is much smaller than most participants in
this industry and has limited expertise in operating energy and mining
businesses.

REAL ESTATE
The first competitive consideration is to locate real estate for purchase that
is within the Company's pricing limitations and is considered to be priced right
for the market in that particular area. The competition for real estate is
intense, and includes firms as small as one person working out of their home to
multi-national conglomerates.

Once a property is acquired, the first task is to complete necessary repairs and
renovations. When the property is available for sale, the major risk factor is
to conclude a profitable sale. In this regard, a problem with some properties is
the individuals who agree to a purchase contract may not be qualified to receive
mortgage financing. The time period of removing the property from the market and
then discovering that the purchaser is not mortgage qualified is costly in terms
of reduced profits when a sale is concluded.

The profit potential to the Company is wholly dependent upon the ability of its
officers and employees to purchase property and resell it at a price level which
will provide profits to the Company. There is no assurance that these objectives
will be realized. It is reasonable to assume that any property acquired and
prepared for resale will eventually be sold. However, it may be that an eventual
resale will be at a loss.

Because of the nature of this business there are no statistics that indicate the
number of investors in the business or the financial extent of their activities.
The Company will basically be in the same competitive position as any other
investor seeking to purchase real estate in our anticipated price range. The
Company rescinded the purchase of the real estate property it had during the
quarter ended May 31, 2008 and currently is limiting any potential real estate
acquisitions to Eastern European countries, due to the current real estate
environment in the United States.


                 GOVERNMENTAL REGULATIONS, APPROVAL, COMPLIANCE

ENERGY AND MINING
If we elect to participate directly in development of oil and gas properties,
our operations are or will be subject to various types of regulation at the
federal, state and local levels. Such regulations includes requiring permits for
the drilling of wells; maintaining bonding requirements in order to drill or
operate wells; implementing spill prevention plans; submitting notification and
receiving permits relating to the presence, use and release of certain materials
incidental to oil and gas operations; and regulating the location of wells, the
method of drilling and casing wells, the use, transportation, storage and
disposal of fluids and materials used in connection with drilling and production
activities, surface usage and the restoration of properties upon which wells
have been drilled, the plugging and abandoning of wells and the transporting of

                                       6
<PAGE>

production. Our operations are or will be also subject to various conservation
matters, including the regulation of the size of drilling and spacing units or
pro-ration units, the number of wells which may be drilled in a unit, and the
unitization or pooling of oil and gas properties. In this regard, some states
allow the forced pooling or integration of tracts to facilitate exploration
while other states rely on voluntary pooling of lands and leases, which may make
it more difficult to develop oil and gas properties. In addition, state
conservation laws establish maximum rates of production from oil and gas wells,
generally limit the venting or flaring of gas, and impose certain requirements
regarding the ratable purchase of production. The effect of these regulations is
to limit the amounts of oil and gas we may be able to produce from our wells and
to limit the number of wells or the locations at which we may be able to drill.

Our business is affected by numerous laws and regulations, including energy,
environmental, conservation, tax and other laws and regulations relating to the
oil and gas industry. We plan to develop internal procedures and policies to
ensure that our operations are conducted in full and substantial environmental
regulatory compliance.

Failure to comply with any laws and regulations may result in the assessment of
administrative, civil and criminal penalties, the imposition of injunctive
relief or both. Moreover, changes in any of these laws and regulations could
have a material adverse effect on business. In view of the many uncertainties
with respect to current and future laws and regulations, including their
applicability to us, we cannot predict the overall effect of such laws and
regulations on our future operations.

We believe that our operations comply in all material respects with applicable
laws and regulations and that the existence and enforcement of such laws and
regulations have no more restrictive an effect on our operations than on other
similar companies in the energy industry. We do not anticipate any material
capital expenditures to comply with federal and state environmental
requirements.

                                  ENVIRONMENTAL

ENERGY AND MINING
Operations on properties in which we have an interest are subject to extensive
federal, state and local environmental laws that regulate the discharge or
disposal of materials or substances into the environment and otherwise are
intended to protect the environment. Numerous governmental agencies issue rules
and regulations to implement and enforce such laws, which are often difficult
and costly to comply with and which carry substantial administrative, civil and
criminal penalties and in some cases injunctive relief for failure to comply.

Some laws, rules and regulations relating to the protection of the environment
may, in certain circumstances, impose "strict liability" for environmental
contamination. These laws render a person or company liable for environmental
and natural resource damages, cleanup costs and, in the case of oil spills in
certain states, consequential damages without regard to negligence or fault.
Other laws, rules and regulations may require the rate of oil and gas production
to be below the economically optimal rate or may even prohibit exploration or
production activities in environmentally sensitive areas. In addition, state
laws often require some form of remedial action, such as closure of inactive
pits and plugging of abandoned wells, to prevent pollution from former or
suspended operations.


                                       7
<PAGE>

Legislation has been proposed in the past and continues to be evaluated in
Congress from time to time that would reclassify certain oil and gas exploration
and production wastes as "hazardous wastes." This reclassification would make
these wastes subject to much more stringent storage, treatment, disposal and
clean-up requirements, which could have a significant adverse impact on
operating costs. Initiatives to further regulate the disposal of oil and gas
wastes are also proposed in certain states from time to time and may include
initiatives at the county, municipal and local government levels. These various
initiatives could have a similar adverse impact on operating costs.

The regulatory burden of environmental laws and regulations increases our cost
and risk of doing business and consequently affects our profitability. The
federal Comprehensive Environmental Response, Compensation and Liability Act, or
CERCLA, also known as the "Superfund" law, imposes liability, without regard to
fault, on certain classes of persons with respect to the release of a "hazardous
substance" into the environment. These persons include the current or prior
owner or operator of the disposal site or sites where the release occurred and
companies that transported, disposed or arranged for the transport or disposal
of the hazardous substances found at the site. Persons who are or were
responsible for releases of hazardous substances under CERCLA may be subject to
joint and several liability for the costs of cleaning up the hazardous
substances that have been released into the environment and for damages to
natural resources, and it is not uncommon for the federal or state government to
pursue such claims.

It is also not uncommon for neighboring landowners and other third parties to
file claims for personal injury or property or natural resource damages
allegedly caused by the hazardous substances released into the environment.
Under CERCLA, certain oil and gas materials and products are, by definition,
excluded from the term "hazardous substances." At least two federal courts have
held that certain wastes associated with the production of crude oil may be
classified as hazardous substances under CERCLA. Similarly, under the federal
Resource, Conservation and Recovery Act, or RCRA, which governs the generation,
treatment, storage and disposal of "solid wastes" and "hazardous wastes,"
certain oil and gas materials and wastes are exempt from the definition of
"hazardous wastes." This exemption continues to be subject to judicial
interpretation and increasingly stringent state interpretation. During the
normal course of operations on properties in which we have an interest, exempt
and non-exempt wastes, including hazardous wastes, that are subject to RCRA and
comparable state statutes and implementing regulations are generated or have
been generated in the past. The federal Environmental Protection Agency and
various state agencies continue to promulgate regulations that limit the
disposal and permitting options for certain hazardous and non-hazardous wastes.

We plan to establish guidelines and management systems to ensure compliance with
environmental laws, rules and regulations if we participate directly in the
development of oil and gas resources. The existence of these controls cannot,
however, guarantee total compliance with environmental laws, rules and
regulations. We will rely on the operator of the properties in which we have an
interest to be in substantial compliance with applicable laws, rules and
regulations relating to the control of air emissions at all facilities on those
properties. Although we plan to maintain insurance against some, but not all, of
the risks described above, including insuring the costs of clean-up operations,
public liability and physical damage, there is no assurance that our insurance
will be adequate to cover all such costs, that the insurance will continue to be
available in the future or that the insurance will be available at premium
levels that justify our purchase. The occurrence of a significant event not
fully insured or indemnified against could have a material adverse effect on our
financial condition and operations. Compliance with environmental requirements,
including financial assurance requirements and the costs associated with the
cleanup of any spill, could have a material adverse effect on our capital
expenditures, earnings or competitive position. We do believe, however, that our
operators are in substantial compliance with current applicable environmental
laws and regulations. Nevertheless, changes in environmental laws have the
potential to adversely affect operations. At this time, we have no plans to make
any material capital expenditures for environmental control facilities.

                                       8
<PAGE>

                                    EMPLOYEES

It is anticipated that the only active employee of this business in the near
future will be its President. All other operative functions, such as repairs
and/or renovations to the real estate or acquiring energy investments will be
handled by the President or independent contractors and consultants.

ITEM 1A: RISK FACTORS

Not applicable.

ITEM 2: PROPERTIES

OIL AND GAS
The Company's oil and gas business includes direct participation in oil and gas
prospects and buying and selling both oil and gas and uranium leases, as
discussed below. As of August 31, 2008, we had prepaid the estimated drilling
and completion costs for a 25% interest in three properties in Washington
County, Oklahoma. One of the wells was completed in September 2008 and a second
well was completed in October 2008. The third well will commence completion in
November 2008.

PROVED RESERVES AND ESTIMATED FUTURE NET REVENUE
The SEC defines proved oil and gas reserves as the estimated quantities of crude
oil and natural gas that geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions, i.e. prices and costs as of
the date the estimate is made. Prices include consideration of changes in
existing prices provided only by contractual arrangements, but not on
escalations based upon future conditions.

The process of estimating oil and natural gas reserves is complex and requires
significant judgment. Our policies regarding booking reserves require proved
reserves to be in compliance with the SEC definitions and guidance. As this is
our initial period with proved reserves, we have elected to rely on reserve
estimates provided by the operator.

The following table sets forth our estimated proved reserves and the related
estimated pre-tax future net revenues, pre-tax 10% present value and after-tax
standardized measure of discounted future net cash flows as of August 31, 2008.
These estimates correspond with the method used in presenting the "Supplemental
Information on Oil and Gas Operations" in Note 10 to our financial statements
included herein.


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                                         Total          Proved         Proved
                                         Proved        Developed     Undeveloped
                                        Reserves       Reserves       Reserves
                                       ----------     ----------     ----------
Total Reserves
Oil (BBLs)                                  3,833          3,833             --
Gas (MCF)                                  12,773         12,773             --
BOE (1)                                     5,962          5,962             --
Pre-tax future net revenue (2)         $  384,370     $  384,370     $       --
Pre-tax 10% present value (2)             180,180        180,180             --
Standardized measure of discounted
  future net cash flows (2)(3)         $  180,180     $  180,180     $       --

      (1)   Gas reserves are converted to barrels of oil equivalent ("BOE") at
            the rate of six MCF per BBL of oil, based upon the approximate
            relative energy content of natural gas and oil, which rate is not
            necessarily indicative of the relationship of gas and oil prices.

      (2)   Estimated pre-tax future net revenue represents estimated future
            revenue to be generated from the production of proved reserves, net
            of estimated production and development costs and site restoration
            and abandonment charges. The amounts shown do not give effect to
            depreciation, depletion and amortization, or to non-property related
            expenses such as debt service and income tax expense.

            These amounts were calculated using prices and costs in effect for
            each individual property as of August 31, 2008. These prices were
            not changed except where different prices were fixed and
            determinable from applicable contracts. These assumptions yield
            average prices over the life of our properties of $117.00 per BBL of
            oil and $4.81 per MCF of natural gas. These prices compare to the
            August 31, 2008, NYMEX cash price of $117.00 per BBL for crude oil
            and the Henry Hub spot price of $6.87 per MMBTU for natural gas.

            The present value of after-tax future net revenues discounted at 10%
            per annum ("standardized measure") was $180,180 at the end of August
            2008. The standardized measure did not include discounted future
            income taxes since the net operating loss carryforward exceeded the
            future net revenues. The present value of our pre-tax future net
            revenue ("pre-tax 10% present value") was therefore also $180,180.
            We believe the pre-tax 10% present value assists in both the
            determination of future cash flows of the current reserves as well
            as in making relative value comparisons among peer companies. The
            after-tax standardized measure is dependent on the unique tax
            situation of each individual company, while the pre-tax 10% present
            value is based on prices and discount factors, which are more
            consistent from company to company. We also understand that
            securities analysts use the pre-tax 10% present value measure in
            similar ways.

      (3)   See Note 10 to the financial statements included in Item 8.

No estimates of our proved reserves have previously been filed with or included
in reports to any federal governmental authority or agency as this is our
initial period with reserves.

                                       10
<PAGE>

The prices used in calculating the estimated future net revenues attributable to
proved reserves do not necessarily reflect market prices for oil and gas
production subsequent to August 31, 2008. There can be no assurance that all of
the proved reserves will be produced and sold within the periods indicated, that
the assumed prices will be realized or that existing contracts will be honored
or judicially enforced.

DRILLING ACTIVITIES
The following table summarizes the results of our development drilling activity
for the year ended August 31, 2008. There was no activity in prior years and the
Company has not had any exploratory drilling activity.

                            Development Well Activity

                Wells Drilling at
                 August 31, 2008                Net Wells Completed (2)
        Gross (1)            Net (2)           Productive           Dry
        ---------            -------           ----------           ---

          2.00               0.50                  --               --


      (1)   Gross wells are the sum of all wells in which we own an interest.
      (2)   Net wells are gross wells multiplied by our fractional working
            interests therein.

Both wells drilling at August 31, 2008, were completed as productive oil wells
in September and October 2008.

The initial properties in which the Company participated involved the well bore
only and did not include any acreage. The Company has the right to participate
in additional wells in this prospect.

OPERATION OF PROPERTIES
Currently, the Company does not have the infrastructure necessary to operate oil
and gas properties and relies on other companies to provide operations.

TITLE TO PROPERTIES
Title to properties is subject to contractual arrangements customary in the oil
and gas industry, liens for current taxes not yet due and, in some instances,
other encumbrances. We believe that such burdens do not materially detract from
the value of such properties or from the respective interests therein or
materially interfere with their use in the operation of the business.

As is customary in the industry, other than a preliminary review of local
records, little investigation of record title is made at the time of
acquisitions of undeveloped properties. Investigations, which generally include
a title opinion of outside counsel, are made prior to the consummation of an
acquisition of producing properties and before commencement of drilling
operations on undeveloped properties.


                                       11
<PAGE>

ENERGY LEASES
These leases are separate from those included above and are being held primarily
for resale while retaining an over-riding royalty interest. As of August 31,
2008, and 2007, we own oil and gas leases comprising approximately 12,000 and
2,538 acres in Wyoming, respectively. In addition, we hold the lease for uranium
rights on approximately 3,500 and 1,293 acres in Wyoming as of August 31, 2008
and 2007, respectively.

REAL ESTATE
On August 25, 2005, we acquired our first real estate property, a residential
condominium located in Brooklyn, New York, in exchange for $25,000 in cash and
1,900,000 shares of our common stock which was valued at $190,000.

In March 2008, the Company entered into a rescission agreement to return the
real estate that it previously held to the individual from whom we originally
acquired the property in exchange for 1,900,000 shares of the Company's common
stock. The original value of the real estate was $215,000 and upon the
rescission was valued at $200,000. The Company has recorded a loss of $15,000 on
this transaction during the period.

OTHER
The Company began leasing its corporate office effective September 1, 2008, for
a period of two years at a monthly rental of $600.


ITEM 3: LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.


ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2008.


                                       12
<PAGE>


                                     PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES

(a) MARKET INFORMATION

Our $0.00001 par value per share common stock is traded in the over-the-counter
market and is quoted on the National Association of Securities Dealers ("NASD")
Over-The Counter Bulletin Board ("OTCBB") under the symbol "ROYE.OB." Until we
began trading on September 5, 2007, there was no public market for our common
stock. Previously we traded under the symbol WRLM.OB.

The following table sets forth the quarterly high and low daily close for our
common stock as reported by the OTCBB since we began trading on September 5,
2007. The bids reflect inter dealer prices without adjustments for retail
mark-ups, mark-downs or commissions and may not represent actual transactions.

Period                                             High              Low
------                                             ----              ---

2008
----
Quarter ended August 31, 2008                      $0.45            $0.36
Quarter ended May 31, 2008                         $0.40            $0.16
Quarter ended February 29, 2008                    $0.16            $0.14
Quarter ended November 30, 2007                    $1.01            $0.10

The OTCBB is a quotation service sponsored by the NASD that displays real-time
quotes and volume information in over-the-counter ("OTC") equity securities. The
OTCBB does not impose listing standards or requirements, does not provide
automatic trade executions and does not maintain relationships with quoted
issuers. A company traded on the OTCBB may face loss of market makers and lack
of readily available bid and ask prices for its stock and may experience a
greater spread between the bid and ask price of its stock and a general loss of
liquidity with its stock. In addition, certain investors have policies against
purchasing or holding OTC securities. Both trading volume and the market value
of our securities have been, and will continue to be, materially affected by the
trading on the OTCBB.

PENNY STOCK CONSIDERATIONS

Our shares will be "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.

                                       13
<PAGE>

Under the penny stock regulations, a broker-dealer selling a penny stock to
anyone other than an established customer or accredited investor must make a
special suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000, or annual income exceeding $100,000 individually or
$300,000 together with his or her spouse, is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required to:

      o     Deliver, prior to any transaction involving a penny stock, a
            disclosure schedule prepared by the Securities and Exchange
            Commission relating to the penny stock market, unless the
            broker-dealer or the transaction is otherwise exempt;

      o     Disclose commissions payable to the broker-dealer and our registered
            representatives and current bid and offer quotations for the
            securities;

      o     Send monthly statements disclosing recent price information
            pertaining to the penny stock held in a customer's account, the
            account's value and information regarding the limited market in
            penny stocks; and

      o     Make a special written determination that the penny stock is a
            suitable investment for the purchaser and receive the purchaser's
            written agreement to the transaction, prior to conducting any penny
            stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their
attempt to sell shares of our common stock, which may affect the ability of
selling shareholders or other holders to sell their shares in the secondary
market and have the effect of reducing the level of trading activity in the
secondary market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be decrease, with a
corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our shareholders will,
in all likelihood, find it difficult to sell their securities.

RECENT SALES OF UNREGISTERED SECURITIES

During the quarter ended August 31, 2008, we sold 579,000 shares of our common
stock in private transactions for $104,160 in cash and issued 240,000 shares
pursuant to a consulting contract valued at $88,800.

These shares were sold pursuant to an exemption from registration under Section
4(2) promulgated under the Securities Act of 1933, as amended.

(b) HOLDERS

There are 110 shareholders of record of the Company's common stock at October
31, 2008.

(c) DIVIDENDS

The Company has not paid dividends to date and has no plans to do so in the
foreseeable future.

(d) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes certain information as of August 31, 2008, with
respect to compensation plans (including individual compensation arrangements)
under which our common stock is authorized for issuance:


                                       14
<PAGE>

<TABLE>
<S>            <C>
                                     Number of securities to be
                                     issued upon exercise of         Weighted average exercise     Number of securities
                                       outstanding options,           price of outstanding         remaining available
          Plan category                warrants and rights         options, warrants and rights    for future issuance
          -------------                -------------------         ----------------------------    -------------------

Equity compensation plans
  approved by security holders:
     2008 Plan                                  --                                                       4,000,000
                                       -------------------                                         -------------------
                                                --                                                       4,000,000
                                       ===================                                         ===================
</TABLE>

The Royal Energy Resources, Inc. 2008 Stock Option Plan ("Plan") was filed on
June 27, 2008 and reserves 4,000,000 shares for Awards under the Plan, of which
up to 3,000,000 may be designated as Incentive Stock Options. The Company's
Compensation Committee is designated to administer the Plan at the direction of
the Board of Directors.


ITEM 6: SELECTED FINANCIAL DATA

Not applicable.

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This statement contains forward-looking statements within the meaning of the
Securities Act. Discussions containing such forward-looking statements may be
found throughout this statement. Actual events or results may differ materially
from those discussed in the forward-looking statements as a result of various
factors, including, without limitation, the matters set forth in this statement.

SALE OF OIL AND GAS LEASES
--------------------------
During 2008, the Company realized $14,626 in revenue from oil and gas lease
sales, as compared to $3,082 in 2007. The Company began investing in oil and gas
drilling prospects at the end of 2008 and expects oil and gas production to
exceed revenue from lease sales before the end of 2009.

NON-CASH COMPENSATION
---------------------
During 2008 the Company entered into various consulting and financial services
agreements as well as a new loan agreement. Included in these agreements was the
payment of $85,000 in cash, of which $37,300 was paid as of August 31, 2008. In
addition, an aggregate of 2,965,000 shares of the Company's common stock were
issued along with the granting of options to purchase 1,000,000 shares of the
Company's common stock. The agreements cover periods ranging from 8.5 months to
16.5 months and the related fair value of the shares and options as well as the
cash component, are being amortized over the life of the agreements. The Company
has determined the total cost of the agreements to approximate $1,062,775. As of
August 31, 2008, the un-amortized portion of these agreements amounts to
approximately $680,699 and is included as a reduction of stockholders equity in
the accompanying financial statements.


                                       15
<PAGE>

OTHER SELLING, GENERAL AND ADMINISTRATIVE EXPENSE ("SG&A")
----------------------------------------------------------
SG&A increased to $110,658 from $95,813. The 15% increase consisted primarily of
increased costs associated with corporate filings and associated professional
fees.

OTHER EXPENSE (INCOME):
-----------------------
The Company recognized a loss of $15,000 upon rescission of its real estate
purchase as described in Note 2. In addition the Company incurred $8,750 in
interest expense on its note payable and earned $1,483 in interest income on its
cash balance.

                        GOING CONCERN FACTORS--LIQUIDITY

We are a development stage company. We have not previously been in the energy
business or in the business of acquiring, renovating and selling or leasing real
estate.

We have not established sources of revenues sufficient to fund the development
of business, projected operating expenses and commitments for our fiscal year
ending August 31, 2009. We have been in the development stage since our
inception, March 22, 1999, have accumulated a net loss of $665,263 through
August 31, 2008, and incurred a loss of $454,174 for the year then ended.

We ceased our plans to begin a web-based marketing business for health-care
products in 2001 and all operations were discontinued. The Company sold its
common stock in private transactions which raised $120,500 in 2006, $80,070 in
2007 and $413,172 in 2008. The Company plans to make sales of its common stock
in private transactions or to borrow funds as needed to raise sufficient capital
to fund the development of business, projected operating expenses and
commitments. However, there can be no assurance that we will be able to obtain
sufficient funding to develop our current business plan.

                            NEW ACCOUNTING STANDARDS

There are several new accounting pronouncements issued by the Financial
Accounting Standards Board ("FASB") which are not yet effective. Each of these
pronouncements, as applicable, has been or will be adopted by the Company.
Management does not believe any of these accounting pronouncements has had or
will have a material impact on the Company's financial position or operating
results. See Note 1 to the financial statements.

                          CRITICAL ACCOUNTING POLICIES

The SEC issued Financial Reporting Release No. 60, "Cautionary Advice Regarding
Disclosure about Critical Accounting Policies" ("FRR 60"), suggesting companies
provide additional disclosure and commentary on their most critical accounting
policies. In FRR 60, the SEC defined the most critical accounting policies as
the ones that are most important to the portrayal of a company's financial
condition and operating results, and require management to make its most
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on this definition our
most critical accounting policies are discussed below. The methods, estimates
and judgments we use in applying these most critical accounting policies have a
significant impact on the results we report in our financial statements.


                                       16
<PAGE>

REVENUE RECOGNITION - We have derived our revenue from sale of mineral interests
and in the future will predominately derive our revenue from the sale of
produced crude oil and natural gas. Revenue is recorded in the month the product
is delivered to the purchaser. We receive payment from one to three months after
delivery. At the end of each month, we estimate the amount of production
delivered to purchasers and the price we will receive. Variances between our
estimated revenue and actual payment are recorded in the month the payment is
received; however, the differences should be insignificant.

FULL COST METHOD OF ACCOUNTING - We account for our oil and natural gas
operations using the full cost method of accounting. Under this method, all
costs associated with property acquisition, exploration and development of oil
and gas reserves are capitalized. Costs capitalized include acquisition costs,
geological and geophysical expenditures, lease rentals on undeveloped properties
and cost of drilling and equipping productive and non-productive wells. Drilling
costs include directly related overhead costs. All of our properties are
currently located within the continental United States.

OIL AND NATURAL GAS RESERVE QUANTITIES - Reserve quantities and the related
estimates of future net cash flows affect our periodic calculations of depletion
and impairment of our oil and natural gas properties. Proved oil and natural gas
reserves are the estimated quantities of crude oil, natural gas and natural gas
liquids which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future periods from known reservoirs under
existing economic and operating conditions. Reserve quantities and future cash
flows included in this Annual Report are prepared in accordance with guidelines
established by the SEC and FASB. The accuracy of our reserve estimates is a
function of:

      o     The quality and quantity of available data;
      o     The accuracy of various mandated economic assumptions; and
      o     The judgments of the person preparing the estimates.

Our proved reserve information included in this Annual Report is based on
estimates prepared by the operator of the properties and has not been prepared
by an independent petroleum engineer. Because these estimates depend on many
assumptions, all of which may differ substantially from actual results, reserve
estimates may be different from the quantities of oil and natural gas that are
ultimately recovered. We will make changes to depletion rates and impairment
calculations in the same period that changes in reserve estimates are made. The
estimate as of August 31, 2008, is our first reserve estimate.

All capitalized costs of oil and gas properties, including estimated future
costs to develop proved reserves and estimated future costs of site restoration,
are amortized on the unit-of-production method using our estimate of proved
reserves. Investments in unproved properties and major development projects are
not amortized until proved reserves associated with the projects can be
determined.


                                       17
<PAGE>

IMPAIRMENT OF OIL AND NATURAL GAS PROPERTIES - We review the value of our oil
and natural gas properties whenever management judges that events and
circumstances indicate that the recorded carrying value of properties may not be
recoverable. We provide for impairments on undeveloped property when we
determine that the property will not be developed or a permanent impairment in
value has occurred. Impairments of proved producing properties are calculated by
comparing future net undiscounted cash flows using escalated prices to the net
recorded book cost at the end of each period. If the net capitalized cost
exceeds net future cash flow estimates, the cost of the property is written down
to "fair value," which is determined using net discounted future cash flows from
the producing property. Different pricing assumptions or discount rates could
result in a different calculated impairment. We have never recorded any property
impairments.


                         OFF-BALANCE SHEET ARRANGEMENTS

We do not have any material off-balance sheet arrangements.

                  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

                                       Payments due by period
                             ---------------------------------------------
                                 Total         Year 1         Year 2

Office lease                    $ 14,400       $ 7,200        $ 7,200


ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.





                                       18
<PAGE>



ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements of Royal Energy Resources, Inc. (a development stage
company) together with the report thereon of Paritz & Company, P.A. for the
years ended August 31, 2008 and 2007 and the period from inception (July 22,
2005) through August 31, 2008, is set forth as follows:

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page

Report of Independent Registered Public Accounting Firm:
  Paritz & Company, P.A.                                                 20
Balance Sheet                                                            21
Statements of Operations                                                 22
Statements of Stockholders' Deficit                                      23
Statements of Cash Flows                                                 24
Notes to Financial Statements                                           25-38




                                       19
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------




Board of Directors
Royal Energy Resources, Inc.
(formerly World Marketing, Inc.)
(a development stage company)

We have audited the accompanying balance sheet of Royal Energy Resources, Inc
(formerly World Marketing, Inc.) (a development stage company) as of August 31,
2008 and 2007 and the related statements of operations and cash flows for the
years ended August 31, 2008 and 2007 and the period from inception (July 22,
2005) through August 31, 2008 and the statement of stockholders' equity for the
years ended August 31, 2008 and 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Royal Energy Resources, Inc..,
(formerly World Marketing, Inc.) (a development stage company) as of August 31,
2008 and 2007, and the results of its operations and its cash flows for the
years ended August 31, 2008 and 2007 and the period from inception (July 22,
2005) through August 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.

The financial statements referred to above have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the development stage, and has no
established source of revenue and is dependent on its ability to raise capital
from shareholders or other sources to sustain operations. These factors along
with other matters as set forth in Note 1, raise substantial doubt that the
Company will be able to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Paritz & Company, P.A.

Hackensack, New Jersey
November 13, 2008



                                       20
<PAGE>
<TABLE>
<S>                 <C>
ROYAL ENERGY RESOURCES, INC.
(A Development Stage Company)
Balance Sheets
August 31, 2008 and 2007


                                                                          2008              2007
                                                                       -----------      -----------
                                ASSETS
Current assets
  Cash and cash equivalents                                            $   343,739      $     7,611
                                                                       -----------      -----------
     Total current assets                                                  343,739            7,611
  Investment in oil and gas properties, net                                 63,097               --
Other assets and investments
  Prepaid drilling costs                                                    55,914               --
  Investment in oil and gas leases                                          33,872           17,915
  Investment in uranium properties                                           3,379               --
  Investment in real estate                                                     --          215,000
  Deposits                                                                     440               --
                                                                       -----------      -----------
     Total other assets                                                     93,605          232,915
                                                                       -----------      -----------
          Total assets                                                 $   500,441      $   240,526
                                                                       ===========      ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable                                                     $    53,343      $        --
  Note payable                                                             140,000               --
                                                                       -----------      -----------
     Total current liabilities                                             193,343               --
                                                                       -----------      -----------

Commitments and contingencies

Stockholders' equity
  Preferred stock: $0.00001 par value; authorized
     10,000,000 shares; issued and outstanding - 100,000 shares at
      August 31, 2008 and no shares at August 31, 2007                           1               --
  Common stock: $0.00001 par value; authorized
     100,000,000 shares; 17,267,731 and 13,907,027 shares issued
     and outstanding at August 31, 2008 and 2007, respectively                 173              139
  Additional paid-in capital                                             1,724,978          533,066
  Deferred option and stock compensation                                  (680,699)              --
  Common stock subscription receivable                                     (72,092)         (81,590)
  Deficit accumulated during the development stage                        (665,263)        (211,089)
                                                                       -----------      -----------
     Total stockholders' equity                                            307,098          240,526
                                                                       -----------      -----------
          Total liabilities and stockholders' equity                   $   500,441      $   240,526
                                                                       ===========      ===========

See accompanying notes to financial statements.

                                                           21
<PAGE>

ROYAL ENERGY RESOURCES, INC.
(A Development Stage Company)
Statements of Operations
Years Ended August 31, 2008 and 2007 and
from inception (July 22, 2005) through August 31, 2008

                                                                                             Inception
                                                                                          (July 22, 2005)
                                                                                              Through
                                                            Years Ended August 31,           August 31,
                                                            2008              2007              2008
                                                        ------------      ------------      ------------

Sale of oil and gas leases                              $     14,626      $      3,082      $     17,708
Cost of sales                                                  1,230               799             2,029
                                                        ------------      ------------      ------------
     Gross profit                                             13,396             2,283            15,679
                                                        ------------      ------------      ------------
Costs and expenses:
  Non-cash compensation                                      338,547                --           338,547
  Other selling, general and administrative expense          110,658            95,813           324,030
                                                        ------------      ------------      ------------
     Total costs and expenses                                449,205            95,813           662,577
                                                        ------------      ------------      ------------
          Loss from operations                              (435,809)          (93,530)         (646,898)
Other expenses (income):
  Loss on disposition by rescission agreement
      on condominium                                          15,000                --            15,000
  Interest expense                                             8,750                --             8,750
  Interest income from related party                          (3,902)                1            (3,902)
  Interest income                                             (1,483)               --            (1,483)
                                                        ------------      ------------      ------------
                                                              18,365                 1            18,365
                                                        ------------      ------------      ------------
     Loss before income taxes                               (454,174)          (93,531)         (665,263)
          Provision for income taxes                              --                --                --
                                                        ------------      ------------      ------------
          Net loss                                      $   (454,174)     $    (93,531)     $   (665,263)
                                                        ============      ============      ============


Net loss per share, basic and diluted                   $      (0.03)     $      (0.01)     $      (0.06)
                                                        ============      ============      ============

Weighted average shares outstanding,
  basic and diluted                                       14,687,574         9,974,688        10,779,569
                                                        ============      ============      ============

See accompanying notes to financial statements.

                                                      22


<PAGE>

ROYAL ENERGY RESOURCES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
Years Ended August 31, 2008 and 2007
                                                                                                     Additional
                                          Preferred stock                  Common stock                Paid-in
                                     Shares          Amount           Shares          Amount           Capital
                                   -----------     -----------     -----------      -----------      -----------

Balance, August 31, 2006                    --     $        --       9,236,967      $        93          371,452
Sale of common stock                        --              --       4,670,060               46          161,614
Net loss                                    --              --              --               --               --
                                   -----------     -----------     -----------      -----------      -----------
Balance, August 31, 2007                    --              --      13,907,027              139          533,066
                                   -----------     -----------     -----------      -----------      -----------
Sale of preferred stock                100,000               1              --               --              999
Sale of common stock                        --              --       2,295,704               23          413,149
Common stock issued for
  consulting contracts                      --              --       2,965,000               30          977,745
Cash portion of consulting
  contracts                                 --              --              --               --               --
Rescission of real estate
  purchase                                  --              --      (1,900,000)             (19)        (199,981)
Amortization of prepaid
  consulting contracts:
     Non-cash portion                       --              --              --               --               --
     Cash portion                           --              --              --               --               --
Stock subscription receivable:
  Payments received                         --              --              --               --               --
  Interest accrued                          --              --              --               --               --
Net loss                                    --              --              --               --               --
                                   -----------     -----------     -----------      -----------      -----------
Balance, August 31, 2008               100,000     $         1       3,360,704      $       173      $ 1,724,978
                                   ===========     ===========     ===========      ===========      ===========

                                                                  Deficit
                                                                Accumulated
                                                                  During
                                  Subscription    Deferred      Development
                                   Receivable     Expenses         Stage          Total
                                   ---------      ---------      ---------      ---------

Balance, August 31, 2006           $      --      $      --      $(117,559)     $ 253,986
Sale of common stock                 (81,590)            --             --         80,070
Net loss                                  --             --        (93,530)       (93,530)
                                   ---------      ---------      ---------      ---------
Balance, August 31, 2007             (81,590)            --       (211,089)       240,526
                                   ---------      ---------      ---------      ---------
Sale of preferred stock                   --             --             --          1,000
Sale of common stock                      --             --             --        413,172
Common stock issued for
  consulting contracts                    --       (977,775)            --             --
Cash portion of consulting
  contracts                               --        (85,000)            --        (85,000)
Rescission of real estate
  purchase                                --             --             --       (200,000)
Amortization of prepaid
  consulting contracts:
     Non-cash portion                     --        338,547             --        338,547
     Cash portion                         --         43,529             --         43,529
Stock subscription receivable:
  Payments received                   13,400             --             --         13,400
  Interest accrued                    (3,902)            --             --         (3,902)
Net loss                                  --             --       (454,174)      (454,174)
                                   ---------      ---------      ---------      ---------
Balance, August 31, 2008           $ (72,092)     $(680,699)     $(665,263)     $ 307,098
                                   =========      =========      =========      =========

See accompanying notes to financial statements.


                                       23
</TABLE>

<PAGE>



                          ROYAL ENERGY RESOURCES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 2008
================================================================================


1        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         These financial statements include the accounts of Royal Energy
         Resources, Inc. ("RER") (formerly known as World Marketing, Inc.
         ("WMI"). RER is a development stage enterprise within the meaning of
         Statement of Financial Accounting Standards No. 7, ("SFAS No. 7")
         "Accounting and Reporting by Development Stage Enterprises."
         Accordingly, the costs associated with the development stage activities
         discussed below, have an inception date of July 22, 2005. Prior costs
         relating to an attempted internet business which was discontinued in
         2001 have been transferred to accumulated deficit.

         ORGANIZATION AND NATURE OF BUSINESS

         RER is a Delaware corporation which was incorporated on March 22, 1999,
         under the name Webmarketing, Inc. ("Webmarketing"). On July 7, 2004,
         the Company revived its charter and changed its name from Webmarketing
         to World Marketing, Inc. In December 2007 the Company changed its name
         to Royal Energy Resources, Inc.

         Commencing at the end of August 2006, the Company began acquiring oil
         and gas and uranium leases and has since resold some of its leases and
         retained an overriding royalty interest. During 2008 the Company
         prepaid the estimated drilling and completion costs for interests in
         three oil & gas drilling prospects in Washington County, Oklahoma, and
         expects to continue this activity in the future, as funds become
         available. Two of the wells were completed in September and October
         2008 and the third well will commence completion in November 2008.

         On July 22, 2005, the Company began selling its common stock to obtain
         the funds necessary to begin implementation of its new business plan.
         The primary objective of the new business plan was to acquire, make
         necessary renovations and resell both residential and commercial real
         estate. The Company expected to acquire real estate using cash,
         mortgage financing or its common stock, or any combination thereof, and
         anticipated that the majority of the properties acquired would be in
         the New York City area. The real estate would be sold directly by the
         Company to the extent deemed practical. If necessary, broker services
         will be used to expedite a given sale. The Company rescinded the
         purchase of the real estate property it had during the quarter ended
         May 31, 2008 and currently is limiting any potential real estate
         acquisitions to Eastern European countries, due to the current real
         estate environment in the United States.

                                       25
<PAGE>

         Webmarketing attempted to establish a web-based marketing business for
         health care products from its inception in 1999 until 2001. However,
         the Company did not establish any revenues and discontinued these
         operations in 2001.

         GOING CONCERN

         The Company has not established sources of revenues sufficient to fund
         the development of business, projected operating expenses and
         commitments for fiscal year 2009. The Company, which has been in the
         development stage since its inception, March 22, 1999, has accumulated
         a net loss of $665,263 through August 31, 2008, and incurred losses of
         $454,174 for the year then ended.

         The Company ceased its plans to begin a web-based marketing business
         for health-care products in 2001 and all operations were discontinued.
         In March 2006, the Company sold 650,000 shares of its common stock for
         $65,000 to provide a portion of the cash required to purchase its first
         real estate investment. Subsequently, the Company continued to sell its
         common stock to raise capital to continue operations. In the current
         fiscal year, the Company revised its business plan, rescinded its real
         estate purchase and began investing in energy leases and oil and gas
         drilling prospects. During 2008, the Company secured $140,000 in
         long-term debt and has raised $413,172 from the sale of its common
         stock and has a cash balance of $343,739 at August 31, 2008. However,
         the energy business has a high degree of risk and there can be no
         assurance that the Company will be able to obtain sufficient funding to
         develop the Company's current business plan.

         CASH AND CASH EQUIVALENTS

         The Company considers all cash on hand, cash in banks and all highly
         liquid debt instruments purchased with a maturity of three months or
         less to be cash and cash equivalents.

         REVENUE RECOGNITION

         Revenue from the sale of oil and gas and uranium leases is recognized
         when the transaction is completed. The cost of the leases sold is
         included in cost of sales at the time of the sale.

         Oil and gas production income will be recognized when the product is
         delivered to the purchaser. We will receive payment from one to three
         months after delivery. At the end of each month, we will estimate the
         amount of production delivered to purchasers and the price we will
         receive. Variances between our estimated revenue and actual payment are
         recorded in the month the payment is received; however, differences
         should be insignificant.

         Revenue from real estate sales is recognized when the related property
         is subject to a binding contract and all significant obligations have
         been satisfied.


                                       26
<PAGE>


         STOCK OPTION PLANS

         In December 2004, the FASB issued SFAS 123 (revised 2004), "Share-Based
         Payment" (SFAS 123(R)). Among other things, SFAS 123(R) requires
         expensing the fair value of stock options, previously optional
         accounting. For transition, upon adoption on September 1, 2005, SFAS
         123(R) would require expensing any unvested options and will also
         require changing the classification of certain tax benefits from option
         deductions to financing rather than operating cash flows. As of August
         31, 2006, the Company did not have any unvested options which would
         require adjustment upon adoption of SFAS 123(R). SFAS No. 123,
         "Accounting for Stock Based compensation" (SFAS No. 123), required the
         Company to disclose pro forma information regarding option grants made
         to its employees until adoption of SFAS 123(R) discussed above. SFAS
         No. 123 specifies certain valuation techniques that produce estimated
         compensation charges that would be included in the required pro forma
         results. These amounts would not have been reflected in the Company's
         statements of operations, because APB No. 25 specifies that no
         compensation charge arises when the price of the employees' stock
         options equal the market value of the underlying stock at the grant
         date.

         Under SFAS No. 123, the fair value of each option grant is estimated on
         the date of grant using the Black-Scholes option pricing model. During
         fiscal 2008, the Company granted options to acquire 1,000,000 shares of
         its common stock that were fair valued under the Black Scholes model in
         the amount of $328,975. This amount is being amortized over the twelve
         month option period.

         PROPERTY AND EQUIPMENT

         The Company follows the full cost method of accounting for oil and
         natural gas operations. Under this method all productive and
         nonproductive costs incurred in connection with the acquisition,
         exploration and development of oil and natural gas reserves are
         capitalized. No gains or losses are recognized upon the sale or other
         disposition of oil and natural gas properties except in transactions
         that would significantly alter the relationship between capitalized
         costs and proved reserves. The costs of unevaluated oil and natural gas
         properties are excluded from the amortizable base until the time that
         either proven reserves are found or it has determined that such
         properties are impaired. The Company had no capitalized costs related
         to unevaluated properties at August 31, 2008. As properties are
         evaluated, the related costs would be transferred to proven oil and
         natural gas properties using full cost accounting. All capitalized
         costs were included in the amortization base as of August 31, 2008.
         However, since production had not commenced until after August 31,
         2008, no amortization was recorded in 2008.

         Under the full cost method the net book value of oil and natural gas
         properties, less related deferred income taxes, may not exceed the
         estimated after-tax future net revenues from proved oil and natural gas
         properties, discounted at 10% (the "Ceiling Limitation"). In arriving
         at estimated future net revenues, estimated lease operating expenses,
         development costs, and certain production-related taxes are deducted.
         In calculating future net revenues, prices and costs in effect at the
         time of the calculation are held constant indefinitely, except for
         changes that are fixed and determinable by existing contracts. The net
         book value is compared to the ceiling limitation on a quarterly and
         yearly basis. The excess, if any, of the net book value above the
         ceiling limitation is charged to expense in the period in which it
         occurs and is not subsequently reinstated. Reserve estimates used in
         determining estimated future net revenues have been prepared by the
         Company with the assistance of the operator of the properties.

                                       27
<PAGE>

         In accordance with the impairment provisions of Statement of Financial
         Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
         Disposal of Long-Lived Assets," the Company assesses the recoverability
         of the carrying value of its non-oil and gas long-lived assets when
         events occur that indicate an impairment in value may exist. An
         impairment loss is indicated if the sum of the expected undiscounted
         future net cash flows is less than the carrying amount of the assets.
         If this occurs, an impairment loss is recognized for the amount by
         which the carrying amount of the assets exceeds the estimated fair
         value of the asset. No impairments were recorded in 2008 or 2007.

         DEPRECIATION AND AMORTIZATION

         All capitalized costs of oil and natural gas properties and equipment,
         including the estimated future costs to develop proved reserves, are
         amortized using the unit-of-production method based on total proved
         reserves. Depreciation of other equipment is computed on the straight
         line method over the estimated useful lives of the assets, which range
         from three to twenty-five years.

         NATURAL GAS SALES AND GAS IMBALANCES

         The Company follows the entitlement method of accounting for natural
         gas sales, recognizing as revenues only its net interest share of all
         production sold. Any amount attributable to the sale of production in
         excess of or less than the Company's net interest is recorded as a gas
         balancing asset or liability. At August 31, 2008 and 2007, there were
         no natural gas imbalances.

         INVESTMENTS IN REAL ESTATE

         Costs associated with the acquisition, development and construction of
         real estate properties are capitalized when incurred. The carrying
         value of the properties will be reviewed, at least annually, for
         impairment. In the event the property is leased, depreciation will be
         recorded based upon a thirty-year life. The Company rescinded the
         purchase of the real estate property it had during the quarter ended
         May 31, 2008.

         OIL AND NATURAL GAS RESERVE ESTIMATES

         The Company prepared its oil and natural gas reserves with the
         assistance of the operator of the properties. Proved reserves,
         estimated future net revenues and the present value of our reserves are
         estimated based upon a combination of historical data and estimates of
         future activity. Consistent with SEC requirements, we have based our
         present value of proved reserves on spot prices on the date of the
         estimate. The reserve estimates are used in calculating depletion,
         depreciation and amortization and in the assessment of the Company's
         Ceiling Limitation. Significant assumptions are required in the
         valuation of proved oil and natural gas reserves which, as described
         herein, may affect the amount at which oil and natural gas properties
         are recorded. Actual results could differ materially from these
         estimates.

                                       28
<PAGE>

         INCOME TAXES

         Provisions for income taxes are based on taxes payable or refundable
         for the current year and deferred taxes. Deferred taxes are provided on
         differences between the tax bases of assets and liabilities and their
         reported amounts in the financial statements, and tax carry forwards.
         Deferred tax assets and liabilities are included in the financial
         statements at currently enacted income tax rates applicable to the
         period in which the deferred tax assets and liabilities are expected to
         be realized or settled. As changes in tax laws or rates are enacted,
         deferred tax assets and liabilities are adjusted through the provision
         for income taxes.

         EARNINGS (LOSS) PER COMMON SHARE

         Earnings (loss) per common share are calculated under the provisions of
         SFAS No. 128, "Earnings per Share," which established new standards for
         computing and presenting earnings per share. SFAS No. 128 requires RER
         to report both basic earnings per share, which is based on the
         weighted-average number of common shares outstanding, and diluted
         earnings per share, which is based on the weighted-average number of
         common shares outstanding plus all potential dilutive shares
         outstanding. At August 31, 2008 and 2007, there were no potentially
         dilutive common stock equivalents. Accordingly, basic and diluted
         earnings per share are the same for all periods presented.


         USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America 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.

         CREDIT RISK

         In 2008 and 2007, the Company had cash deposits in certain banks that
         at times exceeded the maximum insured by the Federal Deposit Insurance
         Corporation. The Company monitors the financial condition of the banks
         and has experienced no losses on these accounts.


                                       29
<PAGE>

         CONTINGENCIES

         Certain conditions may exist as of the date financial statements are
         issued, which may result in a loss to the Company, but which will only
         be resolved when one or more future events occur or fail to occur.
         Company management and its legal counsel assess such contingencies
         related to legal proceeding that are pending against the Company or
         unasserted claims that may result in such proceedings, the Company's
         legal counsel evaluates the perceived merits of any legal proceedings
         or unasserted claims as well as the perceived merits of the amount of
         relief sought or expected to be sought therein. If the assessment of a
         contingency indicates that it is probably that a liability has been
         incurred and the amount of the liability can be estimated, then the
         estimated liability would be accrued in the Company's financial
         statements. If the assessment indicates that a potentially material
         loss contingency is not probable but is reasonably possible, or if
         probable but cannot be estimated, then the nature of the contingent
         liability, together with an estimate of the range of possible loss if
         determinable would be disclosed.

         ASSET RETIREMENT OBLIGATIONS

         SFAS No. 143, "Accounting for Asset Retirement Obligations," addresses
         financial accounting and reporting for obligations associated with the
         retirement of tangible long-lived assets and the associated asset
         retirement costs and amends FASB Statement No. 19, "Financial
         Accounting and Reporting by Oil and Gas Producing Companies." SFAS No.
         143 requires that the fair value of a liability for an asset retirement
         obligation be recognized in the period in which it is incurred if a
         reasonable estimate of fair value can be made, and that the associated
         retirement costs be capitalized as part of the carrying amount of the
         long-lived asset. The Company determines its asset retirement
         obligation by calculating the present value of the estimated cash flows
         related to the liability. Periodic accretion of the discount of the
         estimated liability would be recorded in the statement of operations.
         At August 31, 2008 and 2007, the Company has estimated that its share
         of the salvage value of lease equipment would exceed its share of the
         cost of plugging and abandoning its producing properties.

         FAIR VALUE DETERMINATION

         Financial instruments consist of cash, marketable securities,
         promissory notes receivable, accounts payable, accrued expenses and
         short-term borrowings. The carrying amount of these financial
         instruments approximates fair value due to their short-term nature or
         the current rates at which the Company could borrow funds with similar
         remaining maturities.

         RECENT ACCOUNTING PRONOUNCEMENTS

         There are several new accounting pronouncements issued by the Financial
         Accounting Standards Board ("FASB") which are not yet effective. Each
         of these pronouncements, as applicable, has been or will be adopted by
         the Company. Management does not believe any of these accounting
         pronouncements has had or will have a material impact on the Company's
         financial position or operating results.

                                       30
<PAGE>

         In May 2008, the Financial Accounting Standards Board ("FASB") issued
         SFAS No. 163, "Accounting for Financial Guarantee Insurance
         Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163
         clarifies how Statement 60 applies to financial guarantee insurance
         contracts, including the recognition and measurement of premium revenue
         and claims liabilities. This statement also requires expanded
         disclosures about financial guarantee insurance contracts. SFAS No. 163
         is effective for fiscal years beginning on or after December 15, 2008,
         and interim periods within those years. SFAS No. 163 has no effect on
         the Company's financial position, statements of operations, or cash
         flows at this time.

         In May 2008, the Financial Accounting Standards Board ("FASB") issued
         SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
         Principles". SFAS No. 162 sets forth the level of authority to a given
         accounting pronouncement or document by category. Where there might be
         conflicting guidance between two categories, the more authoritative
         category will prevail. SFAS No. 162 will become effective 60 days after
         the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA
         Professional Standards. SFAS No. 162 has no effect on the Company's
         financial position, statements of operations, or cash flows at this
         time.

         In March 2008, the Financial Accounting Standards Board, or FASB,
         issued SFAS No. 161, Disclosures about Derivative Instruments and
         Hedging Activities--an amendment of FASB Statement No. 133. This
         standard requires companies to provide enhanced disclosures about (a)
         how and why an entity uses derivative instruments, (b) how derivative
         instruments and related hedged items are accounted for under Statement
         133 and its related interpretations, and (c) how derivative instruments
         and related hedged items affect an entity's financial position,
         financial performance, and cash flows. This Statement is effective for
         financial statements issued for fiscal years and interim periods
         beginning after November 15, 2008, with early application encouraged.
         The Company has not yet adopted the provisions of SFAS No. 161, but
         does not expect it to have a material impact on its financial position,
         results of operations or cash flows.

         In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No.
         110 regarding the use of a "simplified" method, as discussed in SAB No.
         107 (SAB 107), in developing an estimate of expected term of "plain
         vanilla" share options in accordance with SFAS No. 123 (R), Share-Based
         Payment. In particular, the staff indicated in SAB 107 that it will
         accept a company's election to use the simplified method, regardless of
         whether the company has sufficient information to make more refined
         estimates of expected term. At the time SAB 107 was issued, the staff
         believed that more detailed external information about employee
         exercise behavior (e.g., employee exercise patterns by industry and/or
         other categories of companies) would, over time, become readily
         available to companies. Therefore, the staff stated in SAB 107 that it
         would not expect a company to use the simplified method for share
         option grants after December 31, 2007. The staff understands that such
         detailed information about employee exercise behavior may not be widely
         available by December 31, 2007. Accordingly, the staff will continue to
         accept, under certain circumstances, the use of the simplified method
         beyond December 31, 2007. The Company currently uses the simplified
         method for "plain vanilla" share options and warrants, and will assess
         the impact of SAB 110 for fiscal year 2009. It is not believed that
         this will have an impact on the Company's financial position, results
         of operations or cash flows.


                                       31
<PAGE>

         In December 2007, the FASB issued SFAS No. 160, Noncontrolling
         Interests in Consolidated Financial Statements--an amendment of ARB No.
         51. This statement amends ARB 51 to establish accounting and reporting
         standards for the noncontrolling interest in a subsidiary and for the
         deconsolidation of a subsidiary. It clarifies that a noncontrolling
         interest in a subsidiary is an ownership interest in the consolidated
         entity that should be reported as equity in the consolidated financial
         statements. Before this statement was issued, limited guidance existed
         for reporting noncontrolling interests. As a result, considerable
         diversity in practice existed. So-called minority interests were
         reported in the consolidated statement of financial position as
         liabilities or in the mezzanine section between liabilities and equity.
         This statement improves comparability by eliminating that diversity.
         This statement is effective for fiscal years, and interim periods
         within those fiscal years, beginning on or after December 15, 2008.
         Earlier adoption is prohibited. The effective date of this statement is
         the same as that of the related Statement 141 (revised 2007). The
         Company will adopt this Statement beginning September 1, 2009. It is
         not believed that this will have an impact on the Company's financial
         position, results of operations or cash flows.

         In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
         Combinations. This Statement replaces FASB Statement No. 141, Business
         Combinations, but retains the fundamental requirements in Statement
         141. This Statement establishes principles and requirements for how the
         acquirer: (a) recognizes and measures in its financial statements the
         identifiable assets acquired, the liabilities assumed, and any
         noncontrolling interest in the acquiree; (b) recognizes and measures
         the goodwill acquired in the business combination or a gain from a
         bargain purchase; and (c) determines what information to disclose to
         enable users of the financial statements to evaluate the nature and
         financial effects of the business combination. This statement applies
         prospectively to business combinations for which the acquisition date
         is on or after the beginning of the first annual reporting period
         beginning on or after December 15, 2008. An entity may not apply it
         before that date. The effective date of this statement is the same as
         that of the related FASB Statement No. 160, Noncontrolling Interests in
         Consolidated Financial Statements. The Company will adopt this
         statement beginning September 1, 2009. It is not believed that this
         will have an impact on the Company's financial position, results of
         operations or cash flows.

         In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
         for Financial Assets and Liabilities--Including an Amendment of FASB
         Statement No. 115. This standard permits an entity to choose to measure
         many financial instruments and certain other items at fair value. This
         option is available to all entities. Most of the provisions in FAS 159
         are elective; however, an amendment to FAS 115 Accounting for Certain
         Investments in Debt and Equity Securities applies to all entities with
         available for sale or trading securities. Some requirements apply
         differently to entities that do not report net income. SFAS No. 159 is
         effective as of the beginning of an entity's first fiscal year that
         begins after November 15, 2007. Early adoption is permitted as of the
         beginning of the previous fiscal year provided that the entity makes
         that choice in the first 120 days of that fiscal year and also elects
         to apply the provisions of SFAS No. 157 Fair Value Measurements. The
         Company will adopt SFAS No. 159 beginning September 1, 2008 and is
         currently evaluating the potential impact the adoption of this
         pronouncement will have on its financial statements.


                                       32
<PAGE>

         FISCAL YEARS

         The year ended August 31, 2008 is referred to herein as 2008 and the
         year ended August 31, 2007 is referred to herein as 2007.

2        INVESTMENTS IN REAL ESTATE

         On August 25, 2005, the Company acquired its first real estate
         property, a condominium located in Brooklyn, New York, in exchange for
         $25,000 in cash and 1,900,000 shares of its common stock which was
         valued at $190,000.

         The real estate was appraised at $240,000 shortly after the purchase.

         In March 2008, the Company entered into a rescission agreement to
         return the real estate that it previously held to the individual who
         originally contributed the property in exchange for 1,900,000 shares of
         the Company's common stock. The original value of the real estate was
         $215,000 and upon the rescission was valued at $200,000. The Company
         has recorded a loss of $15,000 on this transaction during the period.

3        INVESTMENT IN ENERGY PROPERTIES

                                     LEASES

         The Company has been the successful bidder in United States Government
         auctions to purchase certain oil and gas lease rights. The oil and gas
         leases currently comprise approximately 12,000 and 2,535 acres in
         Crook, Banner, Weston, Goshen, Niobrara, Converse, Campbell, Freemont,
         Laramie, Sublette and Platt Counties, Wyoming as of August 31, 2008 and
         2007, respectively. In addition, the Company holds the lease for
         uranium rights on approximately 3,500 and 1,293 acres in Wyoming as of
         August 31, 2008 and 2007, respectively.

         The Company is negotiating with energy companies to develop the
         potential resources that may be contained in these properties. The
         Company has entered into agreements and then sold, by assignment, the
         rights, title and interest in certain of these leases and retained an
         over-riding royalty interest. Revenue from these transactions is
         recorded when the transaction is completed at which time the cost of
         the related leases is included in cost of sales.

                        OIL AND GAS PRODUCING PROPERTIES

         During fiscal 2008, the Company prepaid $119,153 as estimated drilling
         and completion costs for a 25% working interest in three wells in
         Washington County, Oklahoma. Two of the wells were completed in
         September and October 2008 and the third well will commence completion
         in November 2008.


                                       33
<PAGE>

         Oil and gas property costs are as follows at August 31, 2008 (none at
         August 31, 2007):

                                                                2008

         Leasehold cost                                              $    4,933
         Intangible development cost                                     40,932
         Lease equipment                                                 17,232
                                                                     ----------
               Total                                                 $   63,097
                                                                     ==========


         The oil and gas wells were not completed until after year-end.
         Accordingly, no depreciation or amortization has been recorded. Prepaid
         drilling costs includes $55,914 in prepaid costs the balance of the
         second well and the entire third well.


4        NOTE PAYABLE

         The Company has a loan with an individual in the amount of $140,000 at
         May 31, 2008 which is due July 29, 2009. Interest is payable monthly at
         the rate of 15%.


5        INCOME TAXES

         RER has not recorded a deferred tax benefit or expense for all prior
         periods through August 31, 2008, as all net deferred benefits have a
         full valuation allowance.

         Actual income tax expense applicable to earnings before discontinued
         operations and income taxes is reconciled with the "normally expected"
         Federal income tax for the year ended August 31, 2008 and 2007 as
         follows:

                                                          2008           2007
                                                       ---------      ---------
       "Normally expected" income tax benefit          $ 154,400      $  31,800
       State income taxes less federal tax benefit        18,200          3,700
       Valuation allowance                              (172,600)       (35,500)
                                                       ---------      ---------
          Actual income tax expense                    $      --      $      --
                                                       =========      =========

         RER has available unused net operating loss carryforwards of
         approximately $706,000 which will expire in various periods from 2019
         to 2028, some of which may be limited as to the amount available on an
         annual basis.


                                       34
<PAGE>

         The Company's income tax provision was computed based on the federal
         statutory rate and the average state rates, net of the related federal
         benefit. Deferred income taxes reflect the net tax effects of temporary
         differences between the carrying amounts of assets and liabilities for
         financial reporting purposes and the amounts used for income tax
         purposes. Significant components of the Company's deferred tax assets
         and liabilities are as follows:

                                                           2008          2007
                                                         ---------    ---------
Net operating loss carryforward                          $ 268,300    $  80,200
Depreciable/depletable property, plant and equipment       (15,500)          --
Valuation allowance                                       (252,800)     (80,200)
                                                         ---------    ---------
     Total                                               $      --    $      --
                                                         =========    =========

6        STOCKHOLDERS' EQUITY

         COMMON STOCK
         ------------
         In November 2007, the Company amended its charter to authorize issuance
         of up to 100,000,000 shares of common stock with a par value of
         $.00001. The amendment became effective on December 12, 2007, upon
         filing with the Delaware secretary of state. At August 31, 2008 and
         2007, 17,267,731 and 13,907,027 shares were issued and outstanding,
         respectively.

         SERIES A PREFERRED STOCK
         ------------------------
         In November 2007, the Company amended its charter to authorize issuance
         of up to 10,000,000 shares of its $0.00001 preferred stock. The
         amendment became effective on December 12, 2007, upon filing with the
         Delaware secretary of state. In December 2007 the Company issued
         100,000 shares of its Series A preferred stock to its President and
         Chief Executive Officer for $1,000. The certificate of designation of
         the Series A preferred stock provides: the holders of Series A
         preferred stock shall be entitled to receive dividends when, as and if
         declared by the board of directors of the Company; participates with
         common stock upon liquidation; convertible into one share of common
         stock; and has voting rights such that the Series A preferred stock
         shall have an aggregate voting right for 54% of the total shares
         entitled to vote.

         STOCK OPTION PLAN
         -----------------
         The Royal Energy Resources, Inc. 2008 Stock Option Plan ("Plan") was
         filed on June 27, 2008 and reserves 4,000,000 shares for Awards under
         the Plan, of which up to 3,000,000 may be designated as Incentive Stock
         Options. The Company's Compensation Committee is designated to
         administer the Plan at the direction of the Board of Directors.

         CONSULTING AND FINANCIAL SERVICES AGREEMENTS
         --------------------------------------------
         During 2008, the Company entered into various consulting and financial
         services agreements as well as a new loan agreement. Included in these
         agreements was the payment of $85,000 in cash, of which $36,000 was
         paid as of August 31, 2008. In addition, an aggregate of 2,965,000
         shares of the Company's common stock were issued along with the
         granting of options to purchase 1,000,000 shares of the Company's
         common stock. The agreements cover periods ranging from 8.5 months to
         16.5 months and the related fair value of the shares and options as
         well as the cash component, are being amortized over the life of the
         agreements. The Company has determined the total cost of the agreements
         to approximate $1,062,775. As of August 31, 2008, the un-amortized
         portion of these agreements amounts to approximately $680,699 and is
         included as a reduction of stockholders equity in the accompanying
         financial statements.


                                       35
<PAGE>

7        STOCK SUBSCRIPTION RECEIVABLE

         On August 16, 2007, the President and Chief Executive Officer of the
         Company purchased 4,100,000 shares of the Company's $0.00001 par value
         common shares for $0.02 per share. The Company received a cash payment
         of $410 and a note receivable in the amount of $81,590 for this
         purchase. The note bears interest at 5% per annum and payments of
         principal and interest are due on August 15, 2012. Payments of $13,400
         were received by the Company during the year ended August 31, 2008.
         Interest in the amount of $3,902 was accrued during 2008.


8        RELATED PARTY TRANSACTIONS

         The President and Chief Executive Officer of the Company made loans and
         advances to the Company since its inception. During fiscal 2005, the
         total amount of $6,560 was contributed to the capital of the Company.

         In December 2007 the Company issued 100,000 shares of its Series A
         preferred stock to its President and Chief Executive Officer for
         $1,000. The certificate of designation of the Series A preferred stock
         provides: the holders of Series A preferred stock shall be entitled to
         receive dividends when, as and if declared by the board of directors of
         the Company; participates with common stock upon liquidation;
         convertible into one share of common stock; and has voting rights such
         that the Series A preferred stock shall have an aggregate voting right
         for 54% of the total shares entitled to vote.


9        COMMITMENTS AND CONTINGENCIES

         The Company entered into an investor relations contract on September 3,
         2008, which provides for monthly compensation of $3,000 in cash and
         1,000,000 restricted common shares. The shares were valued at $360,000,
         the price at which the Company's common stock last traded before the
         transaction. This amount will be amortized over the six month contract
         period.

         The Company has a lease for its corporate office which commences
         September 1, 2008, for a period of two years at a monthly rental of
         $600.


10       SUPPLEMENTARY OIL AND GAS RESERVE INFORMATION (UNAUDITED)

         The Company has interest in oil and natural gas properties that are all
         located in Washington County, Oklahoma at August 31, 2008.


                                       36
<PAGE>

         The Company prepared its own year-end estimates of future net
         recoverable oil and natural gas reserves. Estimated proved net
         recoverable reserves as shown below include only those quantities that
         can be expected to be commercially recoverable at prices and costs in
         effect at the balance sheet dates existing under existing regulatory
         practices and with conventional equipment and operating methods.

         Proved developed reserves represent only those reserves expected to be
         recovered through existing wells. Proved undeveloped reserves include
         those reserves expected to be recovered from new wells on un-drilled
         acreage or from existing wells on which a relatively major expenditure
         is required for re-completion.

         Capitalized costs relating to oil and natural gas producing activities
         and related accumulated depreciation and amortization at August 31,
         2008 and 2007 are included in Note 3.

         Costs incurred in oil and natural gas producing activities for the year
         ended August 31, 2008, are summarized as follows (none for the year
         ended August 31, 2007):

                                                                        2008
                                                                   ------------
         Acquisition of proved properties                          $         --
         Development costs                                               63,097
                                                                   ------------
                                                                   $     63,097
                                                                   ============

         Amortization rate per BOE                                 $      12.58
                                                                   ============

         Net quantities of proved and proved developed reserves of oil and
         natural gas are summarized as TTED] follows:

         Balance, August 31, 2007                             --             --
         Extensions and discoveries                        3,833         12,773
         Production                                           --             --
                                                   -------------  -------------
           Balance, August 31, 2008                        3,833         12,773
                                                   =============  =============

         Proved developed reserves:
           August 31, 2008                                 3,833         12,773
                                                   =============  =============

         The following is a summary of a standardized measure of discounted net
         cash flows related to the Company's proved oil and natural gas
         reserves. For these calculations, estimated future cash flows from
         estimated future production of proved reserves were computed using oil
         and natural gas spot prices as of the end of the period presented.
         Future development and production costs attributable to the proved
         reserves were estimated assuming that existing conditions would
         continue over the economic lives of the individual leases and costs
         were not escalated for the future. Estimated future income tax expenses
         were calculated by applying future statutory tax rates (based on the
         current tax law adjusted for permanent differences and tax credits) to
         the estimated future pretax net cash flows related to proved oil and
         natural gas reserves, less the tax basis of the properties involved.


                                       37
<PAGE>

         The Company cautions against using this data to determine the fair
         value of its oil and natural gas properties. To obtain the best
         estimate of the fair value of the oil and natural gas properties,
         forecasts of future economic conditions, varying discount rates, and
         consideration of other than proved reserves would have to be
         incorporated into the calculation. In addition, there are significant
         uncertainties inherent in estimating quantities of proved reserves and
         in projection rates of production that impair the usefulness of the
         data.

         The standardized measure of discounted future net cash flows relating
         to proved oil and natural gas reserves at August 31, 2008 is summarized
         as follows (none at August 31, 2007):

                                                                        2008
                                                                   ------------
Future cash inflows                                                $    509,780
Future production costs                                                (125,410)
Future development costs                                                     --
Future income tax expenses                                                   --
                                                                   ------------
     Future net cash flows                                              384,370
10% annual discount for estimated timing of cash flows                 (204,190)
                                                                   ------------
Standardized measure of discounted future net cash flows           $    180,180
                                                                   ============

         The following are the principal sources of changes in the standardized
         measure of discounted future net cash flows of the Company for the year
         ended August 31, 2008 (none for the year ended August 31, 2007):

<TABLE>
<S>            <C>
                                                                                     2008

Standardized measure of discounted future net cash flows at beginning of period  $           --
Changes during the period:
  Sales of natural gas produced, net of production costs                                     --
  Net changes in prices and production costs                                                 --
  Development costs incurred and revisions                                              180,180
  Sales of reserves in place                                                                 --
  Purchase of reserves in place                                                              --
  Revision of previous quantity estimates                                                    --
                                                                                 --------------
     Net change                                                                         180,180
                                                                                 --------------
Standardized measure of discounted future net cash flows at end of period        $      180,180
                                                                                 ==============
</TABLE>

         Prices used in computing these calculations of future production of
         proved reserves were $117.00 per barrel (BBL) of oil and $4.81 per
         thousand cubic feet (MCF) of natural gas at August 31, 2008.


                                       38
<PAGE>


ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Not applicable.


ITEM 9AT: CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports that are filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in the
reports that are filed under the Exchange Act is accumulated and communicated to
management, including the principal executive officer, as appropriate to allow
timely decisions regarding required disclosure. Under the supervision of and
with the participation of management, including the principal executive officer
and principal financial officer, the Company has evaluated the effectiveness of
the design and operation of its disclosure controls and procedures as of August
31, 2008, and, based on its evaluation, our principal executive officer and our
principal financial officer have concluded that these controls and procedures
are effective.

(b)  Changes in Internal Controls

There were no changes in our internal control over financial reporting during
the quarter ended August 31, 2008 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

(c) Management's Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
SEC, internal control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Exchange Act as a process designed by, or under
the supervision of, the Company's principal executive and principal financial
officers and effected by the Company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The
Company's internal control over financial reporting is supported by written
policies and procedures that: (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company's assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of the Company's management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.


                                       39
<PAGE>

The Company's internal control system was designed to provide reasonable
assurance to the Company's management and board of directors regarding the
preparation and fair presentation of published financial statements. All
internal control systems, no matter how well designed, have inherent limitations
which may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of August 31, 2008. In making this
assessment, management used the framework set forth in the report entitled
"Internal Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework summarizes
each of the components of a company's internal control system, including (i) the
control environment, (ii) risk assessment, (iii) control activities, (iv)
information and communication, and (v) monitoring. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was not effective as of August 31, 2008, due primarily to a lack of
segregation of duties.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permits us to provide only management's report in this annual
report.


ITEM 9B: OTHER INFORMATION

Pursuant to General Instruction B of Form 8-K, any reports previously or in the
future submitted under Item 2.02 (Results of Operations and Financial Condition)
are not deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 and the Company is not subject to the liabilities of that
section, unless the Company specifically states that the information is to be
considered "filed" under the Exchange Act or incorporates it by reference into a
filing under the Securities Act or Exchange Act. If a report on Form 8-K
contains disclosures under Item 2.02, whether or not the report contains
disclosures regarding other items, all exhibits to such report relating to Item
2.02 will be deemed furnished, and not filed, unless the registrant specifies,
under Item 9.01 (Financial Statements and Exhibits), which exhibits, or portions
of exhibits, are intended to be deemed filed rather than furnished pursuant to
this instruction. The Company is not incorporating, and will not incorporate, by
reference these reports into a filing under the Securities Act of 1933, as
amended, or the Exchange Act of 1934, as amended.



                                       40
<PAGE>


                                    PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

EXECUTIVE OFFICERS AND DIRECTORS

The following section sets forth the names, ages and current positions with the
Company held by the Directors, Executive Officers and Significant Employees;
together with the year such positions were assumed. Frimet Taub is the daughter
of Jacob Roth. We are not aware of any arrangement or understanding between any
Director or Executive Officer and any other person pursuant to which he was
elected to his current position. Each Executive Officer will serve until he or
she resigns or is removed or otherwise disqualified to serve, or until his or
her successor is elected and qualified.

Each Director will serve until he or she resigns or is removed or otherwise
disqualified to serve or until his or her successor is elected. The Company
currently has two Directors. The Board of Directors does not expect to appoint
additional Directors until a potential acquisition is identified.

                                                               DATE FIRST
NAME            AGE        POSITION                         ELECTED/APPOINTED
----            ---        --------                         -----------------

Jacob Roth      61         President,                         March 22, 1999
                             Chief Executive Officer,
                             Chief Financial Officer
                              and Director

Frimet Taub     28         Secretary, Treasurer               March 22, 1999
                            and Director

JACOB ROTH was named President, Chief Executive Officer, Chief Financial Officer
and Director of RER on March 22, 1999. Previously, Mr. Roth was Chief Executive
Officer of Virilitec Industries, Inc., a public company engaged in attempting to
distribute a line of bioengineered virility nutritional supplements, from July
1, 2002, until December 1, 2003. Additionally, Mr. Roth was the President of JR
Consulting, a public company engaged in consulting for other corporations, from
1982 until 1995. When not otherwise employed, Mr. Roth is a financial consultant
to corporations.

FRIMET TAUB was named Secretary, Treasurer and Director of the Company on March
22, 1999. Mrs. Taub was a teacher at UTA in Brooklyn, New York from 1999 through
2002 and is not currently employed outside her home.

AUDIT COMMITTEE

The Board of Directors of the Company serves as the audit committee.


                                       41
<PAGE>


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers, directors and persons who own more than ten
percent of the Company's common stock to file initial reports of ownership and
changes in ownership with the SEC. Additionally, SEC regulations require that
the Company identify any individuals for whom one of the referenced reports was
not filed on a timely basis during the most recent fiscal year or prior fiscal
years. To the Company's knowledge, based solely on a review of reports furnished
to it, all required reports have been filed when due.

CODE OF ETHICS

The Company has not yet adopted a code of ethics to apply to its principal
executive officer, principal financial officer, principal accounting officer and
controller, or persons performing similar functions.

ITEM 11:  EXECUTIVE COMPENSATION

Jacob Roth currently serves as President, Chief Executive Officer and Chief
Financial Officer of the Company and Frimet Taub serves as Secretary and
Treasurer of the Company. There are no other individuals involved in the
management or administration of the Company. Neither Mr. Roth nor Mrs. Taub
currently receives any form of compensation, either direct or indirect, and no
compensation is being accrued on the books of the Company. Accordingly, all
disclosure items of executive compensation are currently not applicable.


ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below lists the beneficial ownership of the Company's voting
securities by each person known to be the beneficial owner of more than 5% of
such securities. As of October 31, 2008, there were 18,287,731 shares of the
Company's common stock issued and outstanding. To the best of our knowledge, the
persons named have sole voting and investment power with respect to such shares,
except as otherwise noted. There are not any pending or anticipated arrangements
that may cause a change in control.

The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. We believe that the
beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. There are currently no
outstanding convertible securities, warrants, options or other rights.


                                       42
<PAGE>


                                Name and                Amount and
                                 address                 nature of
                              of beneficial             beneficial     Percent
Title of class                    owner                    owner      of class
--------------                    -----                    -----      --------

Common                Jacob Roth                         9,000,000      49.2%
                      256-260 Broadway, Suite 309
                      Brooklyn, NY  11211

Common                Dor Ldor                           1,100,000      6.0%
                      C/O Zarchi
                      650 Montgomery St.
                      Brooklyn, NY  11213

Common                LIB Holdings                       1,000,000      5.5%
                      332 Bleecker St. #K-56
                      New York, NY  10014

Series A              Jacob Roth                          100,000      100.0%
Preferred             256-260 Broadway, Suite 309
                      Brooklyn, NY  11211


(b) SECURITY OWNERSHIP OF MANAGEMENT

The following information lists, as to each class, equity securities
beneficially owned by all officers and directors, and of the directors and
officers of the issuer, as a group as of October 31, 2008.


                                       43
<PAGE>

                                Name and                 Amount and
                                 address                  nature of
                              of beneficial              beneficial    Percent
Title of class                    owner                     owner     of class
--------------                    -----                     -----     --------

Common                Jacob Roth                          9,000,000     49.2%
                      256-260 Broadway, Suite 309
                      Brooklyn, NY  11211

Common                Frimet Taub                           250,000     1.3%
                      256-260 Broadway, Suite 309
                      Brooklyn, NY  11211

Common                All officers and directors          9,250,000     50.5%
                      as a group (2 persons)

Series A              Jacob Roth                           100,000     100.0%
Preferred (a)         256-260 Broadway, Suite 309
                      Brooklyn, NY  11211

(a)      Convertible into one common share and has voting rights such that the
         Series A preferred stock shall have an aggregate voting right for 54%
         of the total shares entitled to vote.

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<S>                 <C>
                                                                                     Number of securities
                                                                                     remaining available for
                                                                                     future issuance under
                               Number of securities to be Weighted-average exercise   equity compensation
                               issued upon exercise of      price of outstanding       plans (excluding
                                 outstanding options,         options, warrants      securities reflected
        Plan category            warrants and rights             and rights           in the first column
        -------------            -------------------             ----------           -------------------

Equity compensation plans
approved by security holders                          -                                          4,000,000

Equity compensation plans
not approve by security holders                       -                                                  -

                               -------------------------                             ----------------------
Total                                                 -                                          4,000,000
                               =========================                             ======================
</TABLE>


The Royal Energy Resources, Inc. 2008 Stock Option Plan ("Plan") was filed on
June 27, 2008 and reserves 4,000,000 shares for Awards under the Plan, of which
up to 3,000,000 may be designated as Incentive Stock Options. The Company's
Compensation Committee is designated to administer the Plan at the direction of
the Board of Directors.


ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE

Jacob Roth is our only promoter. He has never received anything of value,
tangible or intangible, directly or indirectly, from us, other than
reimbursements of expenses incurred in the ordinary course of business.

Mr. Roth acquired 4,900,000 shares of our common stock for a total consideration
of $490 ($.0001 per share) in March 1999. In August 2007, Mr. Roth acquired
4,100,000 shares of our common stock in exchange for $410 in cash and a note
receivable in the amount of $81,590. The note bears interest at 5% per annum and
payments of principal and interest are due on August 15, 2012. During 2008,
payments of $13,400 were received by the Company and $3,902 was accrued for
interest.


                                       44
<PAGE>

In December 2007 the Company issued 100,000 shares of its Series A preferred
stock to its President and Chief Executive Officer for $1,000. The certificate
of designation of the Series A preferred stock provides: the holders of Series A
preferred stock shall be entitled to receive dividends when, as and if declared
by the board of directors of the Company; participates with common stock upon
liquidation; convertible into one share of common stock; and has voting rights
such that the Series A preferred stock shall have an aggregate voting right for
54% of the total shares entitled to vote.

Mrs. Taub is the daughter of Mr. Roth. Mrs. Taub acquired 250,000 shares of our
common stock for a total consideration of $25 ($.0001 per share) in March 1999.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees - The aggregate fees billed as of October 31, 2008 and 2007 for
professional services rendered by the Company's accountant was approximately
$6,400 and $5,800 for the audit of the Company's annual financial statements and
the quarterly reviews for the fiscal years ended August 31, 2008 and 2007.

Audit-Related Fees - None.

Tax Fees - None for 2007 or 2006.

All Other Fees - Other than the services described above, no other fees were
billed for services rendered by the principal accountant during fiscal 2007 or
fiscal 2006.

Audit Committee Policies and Procedures - Not applicable.

If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees -
Not applicable.


                                       45
<PAGE>


                                     PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

         1.       Financial Statements - The following consolidated financial
                  statements of Royal Energy Resources, Inc. are contained in
                  Item 8 of this Form 10-K:
                  o        Report of Independent Registered Public Accountant
                  o        Balance Sheets at August 31, 2008 and 2007
                  o        Consolidated Statements of Operations - For the years
                           ended August 31, 2008 and 2007 and from inception
                           (July 22, 2005) through August 31, 2008
                  o        Statements of Stockholders' Equity - For the years
                           ended August 31, 2008 and 2007
                  o        Statements of Cash Flows - For the years ended August
                           31, 2008 and 2007 and from inception (July 22, 2005)
                           through August 31, 2008
                  o        Notes to the Financial Statements

         2.       Financial Statement Schedules were omitted, as they are not
                  required or are not applicable, or the required information is
                  included in the Financial Statements.

         3.       Exhibits - The following exhibits are filed with this report
                  or are incorporated herein by reference to a prior filing, in
                  accordance with Rule 12b-32 under the Securities Exchange Act
                  of 1934.

Exhibit           Description
-------           -----------

31.1              Certification of the Chief Executive Officer pursuant to Rule
                  13a-14 of the Securities Exchange Act of 1934

32.1              Certification of the Chief Executive Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
                  Section 1350




                                       46
<PAGE>


                                   SIGNATURES

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

                                             ROYAL ENERGY RESOURCES, INC.


November 20, 2008                            /s/ Jacob Roth
                                             -----------------------------------
                                             Jacob Roth, President, CEO and CFO


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


November 20, 2008                   /s/ Jacob Roth
                                    -------------------------------------------
                                    Jacob Roth, Director, President, CEO and CFO


November 20, 2008                   /s/ Frimet Taub
                                    --------------------------------------------
                                    Frimet Taub, Director