**FORM
      10-KSB**





**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D. C. 20549**





**[X]**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 For the fiscal year ended June 30, 2006****OR****[ 
                ]**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





**Commission
      file number 333-130767**





**ADMAX
      RESOURCES INC.**


(Exact
      name of registrant as specified in its charter)





**NEVADA**
            **Unavailable**State
                or other jurisdiction of incorporation or organization
            (IRS
                Employer Identification No.)





**794
      East 20** **th** **Avenue**


**Vancouver,
      British Columbia**


**Canada
      V5V 1N3**


(Address
      of principal executive offices, including zip code.)





**(778)
      322-4889**


(Registrant's
      telephone number, including area code)





Securities
      registered pursuant to Section 12(b) of the Act: **None**





Securities
      registered pursuant to Section 12(g) of the Act: **Common
      Stock, $0.00001 par value**





Check
      if
      the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
      Securities Act.


**YES
      [ ] NO [X]**





Check
      if
      the registrant is not required to file reports pursuant to Section 13 or Section
      15(d) of the Act.


**YES
      [  ] NO [X]**





Check
      whether the registrant is a shell company (as defined in Rule 12b-2 of the
      Act). **YES
      [  ] NO [X]**








-1-
  Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the Registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. **YES
      [X] NO [ ]**





Check
      if
      no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
      not
      contained herein 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-KSB or any amendment to this Form 10-KSB.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of **August
      11, 2006: $0.00.**





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of **August 11, 2006: 2,380,000**













**TABLE
                OF
                CONTENTS****Page****PART
                I**Item
                1. Business
            3Item
                2. Description of
                Property
            15Item
                3. Legal Proceedings
            16Item
                4. Submission of Matters to a Vote of Security
                Holders
            16**PART
                II**Item
                5. Market for Common Stock and Related Stockholder
                Matters
            16Item
                6. Plan of Operations
            17**PART
                III**Item
                7. Financial
                Statements
            20Item
                8. Changes in and Disagreements with
                Accountants on Accounting and Financial Disclosure
            21Item
                8A. Controls and
                Procedures
            21Item
                8B. Other Information
            21Item
                9. Directors, Executive Officers, Promoters
                and Control Persons
            21Item
                10. Executive Compensation
            24Item
                11. Security Ownership of Certain Beneficial Owners
                and Management
            26Item
                12. Certain Transactions and Related
                Transactions
            26**PART
                IV**Item
                13. Exhibits
            27Item
                14. Principal Accounting Fees and
                Services
            27Signatures
            29


-2-


*Index*




**PART
      I**





**ITEM
      1.****BUSINESS.**





**General**





We
      were
      incorporated in the State of Nevada on May 18, 2005. We are an exploration
      stage
      corporation. We do not own any interest in any property, but merely have the
      right to conduct exploration activities on one property. The property consists
      of one mineral claim containing 622 acres located in the Similkameen region
      of
      British Columbia, Canada. The one property consists of one mineral claim. We
      intend to explore for gold on the property. Our exploration program should
      take
      approximately 365 days, weather permitting. If we do not find mineralized
      material on the property, we do not know what we will do.





We
      have
      no plans to change our business activities or to combine with another business,
      and are not aware of any events or circumstances that might cause us to change
      our plans. Currently, we do not intend to acquire other interests in any other
      mineral properties. Our business plan is solely to explore one mineral property.
      If we are successful in our initial endeavors, we may look at other exploration
      situations.





**Background**




In
      June
      2005, Mr. Gao, our president and a member of the board of directors acquired
      one
      mineral property containing by arranging the staking of the same through James
      W. McLeod, a non affiliated third party for US$10.00. Mr. McLeod is a self
      employed contract staker and field worker residing in Vancouver, British
      Columbia. We have not paid and do not intend to reimburse Mr. Gao for the cost
      of acquiring the claim.





Canadian
      jurisdictions allow a mineral explorer to claim a portion of available Crown
      lands as its exclusive area for exploration by depositing posts or other visible
      markers to indicate a claimed area. The process of posting the area is known
      as
      staking. The claim is recorded in the name of Mr. Gao, one of our officers
      and
      directors, to avoid paying additional fees. James McLeod, a Vancouver geologist,
      suggested that the property be held in Mr. Gao and we concurred therein. The
      property was selected by Mr. Gao after consulting with Mr. McLeod. Mr. McLeod
      was paid $1,000 to stake the claim. No money was paid to Mr. Gao to hold the
      claim. No money will be paid to Mr. Gao to transfer the property to us. Mr.
      Gao
      has not provided us with a signed or executed bill of sale in our favor. Mr.
      Gao
      will issue a bill of sale to a subsidiary corporation to be formed by us should
      mineralized material be discovered on the property.





Under
      British Columbia law, title to British Columbia mineral claims can only be
      held
      by British Columbia residents. In the case of corporations, title must be held
      by a British Columbia corporation. Since we are an American corporation, we
      can
      never possess legal mineral claim to the land. In order to comply with the
      law
      we would have to incorporate a British Columbia wholly owned subsidiary
      corporation and obtain audited financial statements. We believe those costs
      would be a waste of our money at this time since the legal costs of
      incorporating a subsidiary corporation, the accounting costs of audited
      financial statements for the subsidiary corporation, together with the legal
      and
      accounting costs of expanding this registration statement would cost several
      thousands of dollars. Accordingly, we have elected not to create the subsidiary
      at this time, but will do so if mineralized material is discovered on the
      property.





-3-


*Index*




In
      the
      event that we find mineralized material and the mineralized material can be
      economically extracted, we will form a wholly owned British Columbia subsidiary
      corporation and Mr. Gao will convey title to the property to the wholly owned
      subsidiary corporation. Should Mr. Gao transfer title to another person and
      that
      deed is recorded before we record our documents, that other person will have
      superior title and we will have none. If that event occurs, we will have to
      cease or suspend activities and we will have no cause of action against Mr.
      Gao.
      Mr. Gao has agreed verbally with us not to cause the title to pass to another
      entity.





To
      date
      we have hired a qualified geologist to have a Progress Report on the mineral
      claim. We have also completed a reconnaissance exploration program and the
      rock
      exposure samples were taken and have been sent to the lab for plasma (ICP)
      and
      geochemical analyses. All Canadian lands and minerals which have not been
      granted to private persons are owned by either the federal or provincial
      governments in the name of Her Majesty. Ungranted minerals are commonly known
      as
      Crown minerals. Ownership rights to Crown minerals are vested by the Canadian
      Constitution in the province where the minerals are located. In the case of
      the
      Company’s property, that is the province of British Columbia.





In
      the
      nineteenth century, the practice of reserving the minerals from fee simple
      Crown
      grants was established. Legislation now ensures that minerals are reserved
      from
      Crown land dispositions. The result is that the Crown is the largest mineral
      owner in Canada, both as the fee simple owner of Crown lands and through mineral
      reservations in Crown grants. Most privately held mineral titles are acquired
      directly from the Crown. Our property is one such acquisition. Accordingly,
      fee
      simple title to our property resides with the Crown. That means that the Crown
      owns the surface and minerals.





Our
      claim
      is a mineral lease issued pursuant to the British Columbia Mineral Act. The
      lessee has exclusive rights to mine and recover all of the minerals contained
      within the surface boundaries of the lease continued vertically
      downward.





The
      property is unencumbered, that is there are no claims, liens, charges or
      liabilities against the property, and there are no competitive conditions,
      that
      is the action of some unaffiliated third party, that could affect the property.
      Further, there is no insurance covering the property and we believe that no
      insurance is necessary since the property is unimproved and contains no
      buildings or improvements.





To
      date,
      there is no assurance that a commercially viable mineral deposit, a reserve,
      exists in the property, in fact the likelihood that a commercially viable
      mineral deposit exists is remote.





There
      are
      no native land claims that affect title to the property. We have no plans to
      try
      interest other companies in the property if mineralization is found. If
      mineralization is found, we will try to develop the property ourselves.





Mr.
      McLeod suggested purchasing the claim to Mr. Gao. Mr. Gao after reviewing the
      matter with Mr. McLeod agreed and accordingly it was decided to proceed with
      the
      project as discussed herein.





**Claims**





The
      following is a list of tenure numbers, claim, date of recording and expiration
      date of our claims:





**Claim
                No.**
            **Document
                Description**
            **Recording**
            **Expiration**536316
            August
                Lake
            June
                16, 2005
            June
                27, 2007


-4-


*Index*




Our
      claim
      consists of 12 contiguous units comprising of a total of 622 acres.





In
      order
      to maintain this claim, Mr. Gao must pay a fee of CDN$100 per year per claim
      or
      we must perform work on the claim. As long as the fee is paid, no work has
      to be
      performed to maintain the claim. Mr. Gao can renew the claim indefinitely by
      paying the fee; the amount of the renewal will not increase for the year ending
      2006. We have no idea if the fee to renew the claim will increase after 2006.
      There is no grace period if there is a default on the work or if Mr. McLeod
      misses renewing the claim. Mr. Gao will not cause the claim to expire as a
      result of not renewing the same or failing to perform work on the claim,
      provided mineralized material is found. In the event that our exploration
      program does not find mineralized material, Mr. Gao will allow the claim expires
      and we will cease activities. Our officers and directors will personally
      reimburse Mr. Gao for payments made by him to maintain the claim.





The
      property was selected because gold and platinum has been discovered in the
      area.





**Location
      and Access**





The
      property is accessible by traveling south of Princeton, British Columbia, along
      the south side of the Similkameen River valley for 2 miles on Provincial Highway
      3 and then south on the Willis Ranch road for three miles to August Lake and
      the
      mineral claim.





The
      August property lies within the transition zone between Dry Interior and
      Sub-Alpine Forest and experiences between 25”-35” of precipitation annually of
      which about 30% may occur as snow. The summers can be fairly hot while the
      winters may be fairly cold and last from November - March.





The
      valley bottoms are thick conifer forest covered as are most of the hillsides,
      this accounts for the active logging industry in the area. Open rangeland is
      quite plentiful in the area which accounts for the abundance of cattle and
      both
      wild deer, the mule and the whitetail. Mining of both metals and industrial
      minerals is important to the economic well being of the area.





The
      center of the town of Princeton, British Columbia which lies 5 miles by road
      northwest of the mineral claim offers a portion of the necessary infrastructure
      required to carry-out exploration, including drilling and mine development
      programs, i.e. accommodations, communications, but equipment and supplies can
      be
      a problem and would require ordering out of the larger centers of Vancouver
      or
      Kamloops, British Columbia





The
      property is located in the southwestern part of the Interior Plateau where
      it
      has been dissected by many water courses that change the appearance of the
      generally higher flat areas further to the north to long flattish or sloping
      topped hills occurring about the Princeton area. The broad valleys of the
      general area exhibit the U-shaped, glacial eroded cross section.





-5-


*Index*




**MAP
      1**








-6-


*Index*




**MAP
      2**








-7-


*Index*




**Physiography**
 
 Our
        property lies within the Interior Wet Belt biotic zone and experiences between
        25” and 35” of precipitation annually of which about 30% may occur as a snow
        equivalent. The summers can experience hot squally weather while the winters
        may
        be cold and last from November through March. The property is snow-free from
        March to November. Providing a six to seven month exploration season. As
        such,
        no exploration will take place from approximately November to March. The
        valley
        bottoms are thick conifer forest covered which accounts for the very active
        logging industry in the area.
 
 The
        property is located in the south-central part of the Interior Plateau at
        the
        southern end of the Monashee Mountains. The physiographic setting of the
        property can be described as rounded, mountainous terrain that has been
        surficially altered both by the erosional and depositional (drift cover)
        effects
        of glaciation. The broad north-south trending valleys, i.e. the Granby, Burrell
        and Bluejoint exhibit the U-shaped, glacial eroded cross section. Drift cover
        in
        the valleys may vary considerably.




**Property
      Geology**





The
      oldest rocks in the general area are the Upper Triassic Nicola Group of volcanic
      rocks and minor sediments. They are north-south trending zones that are divided
      into three east-west belts on the basis of bounding north-south faults. The
      Nicola Group is characterized by greenish (tight) andesites, coarser grained
      augite diorite and tuffaceous lavas with isolated occurrences of limestone
      and
      minor argillites. The Nicola Group is an elongated belt of eugeosynclinal rocks
      that may be observed from near the 49 th parallel
      and trending northward for over 240 kilometres (150 miles). The width of the
      belt approaches 50 km. (30 miles) in places and may be bound on its’ east margin
      by early Jurassic intrusive and rarely by older Paleozoic (Permian) sedimentary
      and volcanic rocks. Its’ west margin is bounded by early Tertiary intrusive to
      older Cretaceous intrusive and older still Triassic intrusive
      rocks.





The
      next
      oldest rocks in the general area are the Copper Mountain Intrusive which have
      been assigned a post Upper Triassic age and are characterized by intermediate
      composition alkaline intrusive that are seen to range in composition from
      syenite through gabbro and pyroxenite. This differentiated rock suite may be
      the
      parent intrusive of the overlying Nicola volcanic rocks.





The
      property is underlain by sediments, volcanic and intrusive rocks.





We
      selected the property because platinum and gold have been found on other
      properties nearby. Other than the foregoing, we did not rely on technical
      information for the selection of the property. Mr. Gao, one of our officers
      and
      directors, was responsible for the selection of the property in consultation
      with Mr. McLeod.





**Mineralization**





Mineralization
      observed by Mr. McLeod on the property include chlorite, sericite, epidote,
      calcite and minor quartz veining.





**History
      of Previous Work**





To
      our
      knowledge, there has never been exploration activity on the property.





**Our
      Proposed Exploration Program**





We
      are
      prospecting for gold. Our target is mineralized material. Our success depends
      upon finding mineralized material. Mineralized material is a mineralized body
      which has been delineated by appropriate spaced drilling or underground sampling
      to support sufficient tonnage and average grade of metals to justify removal.
      If
      we do not find mineralized material or we cannot remove mineralized material,
      either because we do not have the money to do it or because it is not
      economically feasible to do it, we will cease activities. We anticipate being
      able to delineate a mineralized body, if one exists, within nine months of
      beginning exploration.





We
      do not
      own any interest in any property, but merely have the right to conduct
      exploration activities on one property.





-8-


*Index*




In
      addition, we may not have enough money to complete our exploration of the
      property. If it turns out that we have not raised enough money to complete
      our
      exploration program, we will try to raise additional funds from a second public
      offering, a private placement or loans. At the present time, we have not made
      any plans to raise additional money and there is no assurance that we would
      be
      able to raise additional money in the future. If we need additional money and
      cannot raise it, we will have to suspend or cease activities.





We
      must
      conduct exploration to determine what amount of minerals, if any, exist on
      the
      property and if any minerals which are found can be economically extracted
      and
      profitably processed.





The
      property is undeveloped raw land. To our knowledge, no previous exploration
      activities have taken place on the property. To date, the property has been
      staked by Mr. McLeod, a physical examination of the property and five days
      of
      staking and prospecting. Mr. McLeod examined the surface and took samples.
      The
      samples did not reveal anything. Mr. McLeod used a hammer, pick and sack to
      take
      samples. While Mr. McLeod is a geologist, he is not an engineer, and accordingly
      his area of expertise is limited to geological matters. Mr. McLeod did not
      use
      any previous filed reports on the property. We have also hired a qualified
      geologist to have a Progress Report on the mineral claim. We have completed
      a
      reconnaissance exploration program and the rock exposure samples were taken
      and
      have been sent to the lab for plasma (ICP) and geochemical analyses. Before
      gold
      retrieval can begin, we must explore for and find mineralized material. After
      that has occurred we have to determine if it is economically feasible to remove
      the mineralized material. Economically feasible means that the costs associated
      with the removal of the mineralized material will not exceed the price at which
      we can sell the mineralized material. We cannot predict what that will be until
      we find mineralized material.





We
      do not
      know if we will find mineralized material.





Our
      exploration program is designed to economically explore and evaluate the
      property.





We
      do not
      claim to have any minerals or reserves whatsoever at this time on any of the
      property.





We
      intend
      to implement an exploration program which consists of core sampling. Core
      sampling is the process of drilling holes to a depth of up to 1,400 feet in
      order to extract samples of earth. Mr. Gao and the consultant we hire will
      determine where drilling will occur on the property. The samples will be tested
      to determine if mineralized material is located on the property. Based upon
      the
      tests of the core samples, we will determine if we will terminate activities;
      proceed with additional exploration of the property; or develop the property.
      The proceeds from this offering are designed to only fund the costs of core
      sampling and testing. We intend to take our core samples to Geoterrex Limited,
      analytical chemists, geochemists and registered assayers located in Toronto,
      Ontario. Neither we nor our officers or directors have any affiliation with
      Geoterrex. Geoterrex is a registered assayer.





We
      estimate the cost of core sampling will be $20.00 per foot drilled. A drilling
      rig is required to take the core samples. The cost of the drilling rig is
      included in the drilling cost per foot. We will drill approximately 1,000 linear
      feet or ten holes. We estimate that it will take up to three months to drill
      the
      holes to a depth of 100 feet. We will pay an exploration consultant up to a
      maximum of $5,000 per month for his services during the three month period
      or a
      total of $15,000. The consultant will be responsible for managing the project,
      supervising the core sampling, and hiring subcontractors to perform work on
      the
      property. Our employees will not have involvement in the work performed, but
      will be overseeing everything. The total cost for analyzing the core samples
      will be $3,000.


-9-


*Index*




The
      breakdown of estimated times and dollars was made by Messrs. Gao and Ze in
      consultation with Mr. McLeod.





We
      do not
      intend to interest other companies in the property if we find mineralized
      materials. We intend to try to develop the reserves ourselves.





If
      we are
      unable to complete exploration because we do not have enough money, we will
      cease activities until we raise more money. If we cannot or do not raise more
      money, we will cease activities. If we cease activities, we don't know what
      we
      will do and we don't have any plans to do anything else.





We
      cannot
      provide you with a more detailed discussion of how our exploration program
      will
      work and what we expect will be our likelihood of success. That is because
      we
      have a piece of raw land and we intend to look for mineralized material. We
      may
      or may not find any mineralized material. We hope we do, but it is impossible
      to
      predict the likelihood of such an event.





We
      do not
      have any plan to make our company to revenue generation. That is because we
      have
      not found economic mineralization yet and it is impossible to project revenue
      generation from nothing.





If
      we do
      not find mineralized material on the property, Mr. Gao will allow the claim
      to
      expire and we will cease activities.





**Competitive
      Factors**





The
      gold
      mining industry is fragmented. We compete with other exploration companies
      looking for gold. We are one of the smallest exploration companies in existence.
      We are an infinitely small participant in the gold mining market. While we
      compete with other exploration companies, there is no competition for the
      exploration or removal or mineral from out property. Readily available gold
      markets exist in Canada and around the world for the sale of gold. Therefore,
      we
      will be able to sell any gold that we are able to recover.





**Regulations**





Our
      mineral exploration program is subject to the British Columbia Mineral Tenure
      Act Regulation. This act sets forth rules for


*
            locating
                claims*
            working
                claims*
            reporting
                work performed





We
      are
      also subject to the British Columbia Mineral Exploration Code which tells us
      how
      and where we can explore for minerals. We must comply with these laws to operate
      our business. Compliance with these rules and regulations will not adversely
      affect our activities. These regulations will not impact our exploration
      activities. The only current costs we anticipate at this time are reclamation
      costs. Reclamation costs are the costs of restoring the property to its original
      condition should mineralized material not be found. We estimate that it will
      cost between $3,000 and $9,000 to restore the property to its original
      condition, should mineralized material not be found. The variance is based
      upon
      the number of holes that are drilled by us.


-10-


*Index*




**Environmental
      Law**





We
      are
      also subject to the Health, Safety and Reclamation Code for Mines in British
      Columbia. This code deals with environmental matters relating to the exploration
      and development of mineral properties. Its goals are to protect the environment
      through a series of regulations affecting:


1.
            Health
                and Safety2.
            Archaeological
                Sites3.
            Exploration
                Access





We
      are
      responsible to provide a safe working environment, not disrupt archaeological
      sites, and conduct our activities to prevent unnecessary damage to the property.





We
      will
      secure all necessary permits for exploration and, if development is warranted
      on
      the property, will file final plans of operation before we start any mineral
      activities. We anticipate no discharge of water into active stream, creek,
      river, lake or any other body of water regulated by environmental law or
      regulation. No endangered species will be disturbed. Restoration of the
      disturbed land will be completed according to law. All holes, pits and shafts
      will be sealed upon abandonment of the property. It is difficult to estimate
      the
      cost of compliance with the environmental law since the full nature and extent
      of our proposed activities cannot be determined until we start our activities
      and know what that will involve from an environmental standpoint.





We
      are in
      compliance with the act and will continue to comply with the act in the future.
      We believe that compliance with the act will not adversely affect our business
      activities in the future.





Exploration
      stage companies have no need to discuss environmental matters, except as they
      relate to exploration activities. The only “cost and effect” of compliance with
      environmental regulations in British Columbia is returning the surface to its
      previous condition upon abandonment of the property. We cannot speculate on
      those costs in light of our ongoing plans for exploration. When we are ready
      to
      drill, we will notify the B.C. Inspector of Mines. He will require a bond to
      be
      put in place to assure that the property will be restored to its original
      condition. We have estimated the cost of restoring the property to be between
      $3,000 to $9,000, depending upon the number of holes drilled.





**Subcontractors**





We
      intend
      to use the services of subcontractors for manual labor exploration work on
      our
      properties.





**Employees
      and Employment Agreements**





At
      present, we have no employees, other than our officers and directors. Our
      officers and directors are part-time employees and will devote about 10% of
      their time to our operation. Accordingly we have two total employees, no
      full-time employee and two part-time employees. Our officers and directors
      do
      not have employment agreements with us. We presently do not have pension,
      health, annuity, insurance, stock options, profit sharing or similar benefit
      plans; however, we may adopt plans in the future. There are presently no
      personal benefits available to our officers and directors. Messrs. Gao and
      Ze
      will handle our administrative duties. Because our officers and directors are
      inexperienced with exploration, they will hire qualified persons to perform
      the
      surveying, exploration, and excavating of our property. As of today, we have
      not
      looked for or talked to any geologists or engineers who will perform work for
      us
      in the future. We do not intend to do so until we complete this
      offering.


-11-


*Index*




**Risks
      associated with Admax Resources, Inc.:**





**1.** ***Because our auditors have issued a going concern opinion, there is substantial
      uncertainty we will continue activities in which case you could lose your
      investment.***





Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as an ongoing business for the next
      twelve months. As such we may have to cease activities and you could lose your
      investment.





**2.** ***Because
      the probability of an individual prospect ever having reserves is extremely
      remote, any funds spent on exploration will probably be
      lost.***





The
      probability of an individual prospect ever having reserves is extremely remote.
      In all probability the property does not contain any reserves. As such, any
      funds spent on exploration will probably be lost which result in a loss of
      your
      investment.





**3.** ***Our
      management has limited technical training and experience in mineral activities
      and consequently our activities, earnings and ultimate financial success could
      be irreparably harmed.***





Our
      management has limited technical training and experience with exploring for,
      starting, and operating a mine. With no direct training or experience in these
      areas, management may not be fully aware of many of the specific requirements
      related to working within the industry. Management’s decisions and choices may
      not take into account standard engineering or managerial approaches mineral
      exploration companies commonly use. Consequently, our activities, earnings
      and
      ultimate financial success could suffer irreparable harm due to management’s
      lack of experience in the industry.





**4.** ***We
      lack an operating history and have losses which we expect to continue into
      the
      future. As a result, we may have to suspend or cease activities.***





We
      were
      incorporated in May 2005 and we have not started our proposed business
      activities or realized any revenues. We have no operating history upon which
      an
      evaluation of our future success or failure can be made. Our net loss since
      inception is $______________. The loss was a result of the payment of fees
      for
      staking our claims, incorporation, legal and accounting. Our ability to achieve
      and maintain profitability and positive cash flow is dependent upon





*
            our
                ability to locate a profitable mineral property*
            our
                ability to generate revenues*
            our
                ability to reduce exploration
                costs.





Based
      upon current plans, we expect to incur operating losses in future periods.
      This
      will happen because there are expenses associated with the research and
      exploration of our mineral properties. As a result, we may not generate revenues
      in the future. Failure to generate revenues will cause us to suspend or cease
      activities.





-12-


*Index*




**5.** ***Because
      we will have to spend additional funds to determine if we have a reserve, if
      we
      can’t raise the money we will have to cease operations and you could lose your
      investment.***





Even
      if
      we complete our current exploration program and it is successful in identifying
      a mineral deposit, we will have to spend substantial funds on further drilling
      and engineering studies before we will know if we have a commercially viable
      mineral deposit, a reserve.





**6.** ***Because
      our management only has limited technical training or experience in exploring
      for, starting, and operating an exploration program, management’s decisions and
      choices may not take into account standard engineering or managerial approaches
      mineral exploration companies commonly use. As a result, we may have to suspend
      or cease activities which will result in the loss of your
      investment.***





Our
      management has limited experience with exploring for, starting, and operating
      an
      exploration program. Further, our management has no direct training or
      experience in these areas and as a result may not be fully aware of many of
      the
      specific requirements related to working within the industry. Management’s
      decisions and choices may not take into account standard engineering or
      managerial approaches mineral exploration companies commonly use. Consequently
      our activities, earnings and ultimate financial success could suffer irreparable
      harm due to management’s lack of experience in this industry. As a result we may
      have to suspend or cease activities which will result in the loss of your
      investment.





**7.** ***Weather
      interruptions in the province of British Columbia may affect and delay our
      proposed exploration activities.***





Our
      proposed exploration work can only be performed approximately six to seven
      months out of the year. This is because rain and snow cause the roads leading
      to
      our claims to be impassible during five to six months of the year. When roads
      are impassible, we are unable to conduct exploration activities on the property.





**8.** ***Because
      we are small and do no have much capital, we may have to limit our exploration
      activity which may result in a lose of your
      investment.***





Because
      we are small and do not have much capital, we must limit our exploration
      activity. As such we may not be able to complete an exploration program that
      is
      as thorough as we would like. In that event, an existing reserve may go
      undiscovered. Without a reserve, we cannot generate revenues and you will lose
      your investment.





**9.** ***We
      may not have access to all of the supplies and materials we need to begin
      exploration which could cause us to delay or suspend
      activities*** **.**





Competition
      and unforeseen limited sources of supplies in the industry could result in
      occasional spot shortages of supplies, such as dynamite, and certain equipment
      such as bulldozers and excavators that we might need to conduct exploration.
      We
      have not attempted to locate or negotiate with any suppliers of products,
      equipment or materials. We will attempt to locate products, equipment and
      materials after this offering is complete. If we cannot find the products and
      equipment we need, we will have to suspend our exploration plans until we do
      find the products and equipment we need.





-13-


*Index*




**10.** ***Because
      Messrs. Zhenyong Gao and David W. Ze have other outside business activities
      and
      each will only be devoting 10% of his time or approximately four hours per
      week
      each to our activities, our activities may be sporadic which may result in
      periodic interruptions or suspensions of exploration*** **.**





Because
      Messrs. Zhenyong Gao and David W. Ze, our officers and directors, have other
      outside business activities and each will be only be devoting 10% of his time
      or
      four hours each per week to our activities, our activities may be sporadic
      and
      occur at times which are convenient to Messrs. Gao and Ze. As a result,
      exploration of the property may be periodically interrupted or suspended.





**11.** ***Because
      title to the property is held in the name of another person, if he transfers
      the
      property to someone other than us, we will cease
      activities*** **.**





Title
      to
      the property upon which we intend to conduct exploration activities is not
      held
      in our name. Title to the property is recorded in the name of Mr. Zhenyong
      Gao.
      If Mr. Gao transfers the property to a third person, the third person will
      obtain good title and we will have nothing. If that happens we will be harmed
      in
      that we will not own any property and we will have to cease activities. We
      believe if Mr. Gao transfers title to a third party, we will not have any claim
      against Mr. Gao. Under British Columbia law, title to British Columbia mineral
      claims can only be held by British Columbia residents. In the case of
      corporations, title must be held by a British Columbia corporation. In order
      to
      comply with the law, we would have to incorporate a British Columbia wholly
      owned subsidiary corporation and obtain audited financial statements. We believe
      those costs would be a waste of our money at this time since the legal costs
      of
      incorporating a subsidiary corporation, the accounting costs of audited
      financial statements for the subsidiary corporation, together with the legal
      and
      accounting costs of expanding this registration statement would cost several
      thousands of dollars. Accordingly, we have elected not to create the subsidiary
      at this time, but will do so if mineralized material is discovered on the
      property.





**Risks
      associated with this offering:**





**12.** ***Because all of our assets and our officers and directors are located outside
      the
      United States of America, it may be difficult for an investor to enforce within
      the United States any judgments obtained against us or any of our officers
      and
      directors.***





All
      of
      our assets are located outside of the United States and we do not currently
      maintain a permanent place of business within the United States. In addition,
      our directors and officers are nationals and/or residents of countries other
      than the United States, and all or a substantial portion of such persons' assets
      are located outside the United States. As a result, it may be difficult for
      an
      investor to effect service of process or enforce within the United States any
      judgments obtained against us or our officers or directors, including judgments
      predicated upon the civil liability provisions of the securities laws of the
      United States or any state thereof. In addition, there is uncertainty as to
      whether the courts of Canada and other jurisdictions would recognize or enforce
      judgments of United States courts obtained against us or our directors and
      officers predicated upon the civil liability provisions of the securities laws
      of the United States or any state thereof, or be competent to hear original
      actions brought in Canada or other jurisdictions against us or our directors
      and
      officers predicated upon the securities laws of the United States or any state
      thereof.





-14-


*Index*




**13.** ***Because
      we have only two officers and directors who are responsible for our managerial
      and organizational structure, in the future, there may not be effective
      disclosure and accounting controls to comply with applicable laws and
      regulations which could result in fines, penalties and assessments against
      us.***





We
      have
      only two officers and directors. They are responsible for our managerial and
      organizational structure which will include preparation of disclosure and
      accounting controls under the Sarbanes Oxley Act of 2002. When theses controls
      are implemented, they will be responsible for the administration of the
      controls. Should they not have sufficient experience, they may be incapable
      of
      creating and implementing the controls which may cause us to be subject to
      sanctions and fines by the Securities Exchange Committee which ultimately could
      cause us to lose money.





**14.** ***Because
      there is no public trading market for our common stock, you may not be able
      to
      resell your stock*** **.**





There
      is
      currently no public trading market for our common stock. Therefore there is
      no
      central place, such as stock exchange or electronic trading system to resell
      your shares. If you do want to resell your shares, you will have to locate
      a
      buyer and negotiate your own sale.





**15.** ***Because
      we may issue additional shares of common stock, your investment could be subject
      to substantial dilution.***





We
      anticipate that any additional funding will be in the form of equity financing
      from the sale of our common stock. In the future, if we do sell more common
      stock, your investment could be subject to dilution. Dilution is the difference
      between what you pay for your stock and the net tangible book value per share
      immediately after the additional shares are sold by us.





**16.** ***Because
      our securities are subject to penny stock rules, you may have difficulty
      reselling your shares*** **.**





Our
      shares as penny stocks are covered by section 15(g) of the Securities Exchange
      Act of 1934 which imposes additional sales practice requirements on
      broker/dealers who sell the Company’s securities including the delivery of a
      standardized disclosure document; disclosure and confirmation of quotation
      prices; disclosure of compensation the broker/dealer receives; and, furnishing
      monthly account statements. For sales of our securities, the broker/dealer
      must
      make a special suitability determination and receive from its customer a written
      agreement prior to making a sale. The imposition of the foregoing additional
      sales practices could adversely affect a shareholder’s ability to dispose of his
      stock.





**ITEM
      2.****DESCRIPTION
      OF PROPERTY**.





We
      were
      incorporated in the State of Nevada on May 18, 2005. We are engaged in the
      acquisition and exploration of mining properties. We maintain our statutory
      registered agent's office at 6100 Neil Road, Suite 400, Reno, Nevada 89544
      and
      our business office is located at 794 East 20 th Avenue,
      Vancouver, British Columbia, Canada V5V 1N3. Our telephone number is (778)
      322-4889.





-15-


*Index*




**Claims**





We
      have
      the right to explore for gold on one property. The following is a list
      containing our tenure number, claim, date of recording and expiration
      date:





**Date
                of**
            **Date
                of****Claim
                No.**
            **Document
                Description**
            **Recording**
            **Expiration**536316
            August
                Lake
            August
                16, 2005
            June
                27, 2007





The
      property consists of 12 contiguous units comprising of a total of 622 acres.
      We
      do not own the property.




**ITEM
      3.****LEGAL
      PROCEEDINGS**





The
      Company is not presently a party to any litigation.





**ITEM
      4.****SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





During
      our fourth quarter ending June 30, 2006, there were no matters submitted to
      a
      vote of the Company's stockholders.








**PART
      II**





**ITEM
      5.****MARKET
      FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.**





No
      market
      exists for our securities and there is no assurance that a regular trading
      market will develop, or if developed, that it will be sustained. A shareholder
      in all likelihood, therefore, will be unable to resell the securities referred
      to herein should he or she desire to do so. Furthermore, it is unlikely that
      a
      lending institution will accept our securities as pledged collateral for loans
      unless a regular trading market develops.





Of
      the
      2,380,000 shares of common stock outstanding as of August 1, 2006, 1,000,000
      shares were owned by our two officers and directors and may only be resold
      in
      compliance with Rule 144 of the Securities Act of 1933.





At
      August
      1, 2006, there were 46 shareholders of record.





**Dividends**





We
      have
      not declared any cash dividends, nor do we intend to do so. We are not subject
      to any legal restrictions respecting the payment of dividends, except that
      they
      may not be paid to render us insolvent. Dividend policy will be based on our
      cash resources and needs and it is anticipated that all available cash will
      be
      needed for our operations in the foreseeable future.





-16-


*Index*




**Section
      15(g) of the Securities Exchange Act of 1934**





Our
      company’s shares are covered by Section 15(g) of the Securities Exchange Act of
      1934, as amended that imposes additional sales practice requirements on
      broker/dealers who sell such securities to persons other than established
      customers and accredited investors (generally institutions with assets in excess
      of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
      income exceeding $200,000 or $300,000 jointly with their spouses). For
      transactions covered by the Rule, the broker/dealer must make a special
      suitability determination for the purchase and have received the purchaser’s
      written agreement to the transaction prior to the sale. Consequently, the Rule
      may affect the ability of broker/dealers to sell our securities and also may
      affect your ability to sell your shares in the secondary market.





Section
      15(g) also imposes additional sales practice requirements on broker/dealers
      who
      sell penny securities. These rules require a one page summary of certain
      essential items. The items include the risk of investing in penny stocks in
      both
      public offerings and secondary marketing; terms important to in understanding
      of
      the function of the penny stock market, such as “bid” and “offer” quotes, a
      dealers “spread” and broker/dealer compensation; the broker/dealer compensation,
      the broker/dealers duties to its customers, including the disclosures required
      by any other penny stock disclosure rules; the customers rights and remedies
      in
      causes of fraud in penny stock transactions; and, the NASD’s toll free telephone
      number and the central number of the North American Administrators Association,
      for information on the disciplinary history of broker/dealers and their
      associated persons.





**Securities
      authorized for issuance under equity compensation plans**





We
      have
      no equity compensation plans under which our shares of common stock have been
      authorized for issuance.





**ITEM
      6.****PLAN
      OF OPERATIONS.**





This
      section of the report includes a number of forward- looking statements that
      reflect our current views with respect to future events and financial
      performance. Forward-looking statements are often identified by words like:
      believe, expect, estimate, anticipate, intend, project and similar expressions,
      or words which, by their nature, refer to future events. You should not place
      undue certainty on these forward-looking statements, which apply only as of
      the
      date of this report. These forward-looking states are subject to certain risks
      and uncertainties that could cause actual results to differ materially from
      historical results or out predictions.





We
      are a
      start-up, exploration stage corporation and have not yet generated or realized
      any revenues from our business activities.





Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as an on-going business for the next
      twelve months unless we obtain additional capital to pay our bills. This is
      because we have not generated any revenues and no revenues are anticipated
      until
      we begin removing and selling minerals. Accordingly, we must raise cash from
      sources other than the sale of minerals found on the property. Our only other
      source for cash at this time is investment by others in our complete private
      placement. The cash we raised will allow us to stay in business for at least
      one
      year. Our success or failure will be determined by what we find under the
      ground.





-17-


*Index*




To
      meet
      our need for cash we are raised money from our private placement. If we find
      mineralized material and it is economically feasible to remove the mineralized
      material, we will attempt to raise additional money through a subsequent private
      placement, public offering or through loans. If we do not have enough money
      to
      complete our exploration of the property, we will have to find alternative
      sources, like a second public offering, a private placement of securities,
      or
      loans from our officers or others.





Our
      officers and directors are unwilling to make any commitment to loan us any
      money
      at this time. At the present time, we have not made any arrangements to raise
      additional cash. If we need additional cash and can't raise it, we will either
      have to suspend activities until we do raise the cash, or cease activities
      entirely. Other than as described in this paragraph, we have no other financing
      plans.





We
      do not
      own any interest in any property, but merely have the right to conduct
      exploration activities on one property. Even if we complete our current
      exploration program and it is successful in identifying a mineral deposit,
      we
      will have to spend substantial funds on further drilling and engineering studies
      before we will know if we have a commercially viable mineral deposit, a reserve.





We
      will
      be conducting research in the form of exploration of the property. Our
      exploration program is explained in as much detail as possible in the business
      section of this report. We are not going to buy or sell any plant or significant
      equipment during the next twelve months. We will not buy any equipment until
      have located a reserve and we have determined it is economical to extract the
      minerals from the land.





We
      do not
      intend to interest other companies in the property if we find mineralized
      materials. We intend to try to develop the reserves ourselves.





If
      we are
      unable to complete any phase of exploration because we don’t have enough money,
      we will cease activities until we raise more money. If we can’t or don’t raise
      more money, we will cease activities. If we cease activities, we don’t know what
      we will do and we don’t have any plans to do anything.





We
      do not
      intend to hire additional employees at this time. All of the work on the
      property will be conduct by unaffiliated independent contractors that we will
      hire. The independent contractors will be responsible for surveying, geology,
      engineering, exploration, and excavation. The geologists will evaluate the
      information derived from the exploration and excavation and the engineers will
      advise us on the economic feasibility of removing the mineralized
      material.






-18-


*Index*


**Milestones**
 
 The
        following are our milestones:


1.
      August -
      November, 2006 - Additional reconnaissance geological work followed by core
      drilling. Core drilling will cost $20.00 per foot. The number of holes to be
      drilled will be dependent upon the amount raised from the offering. Core
      drilling will be subcontracted to non-affiliated third parties. No power source
      is need for core drilling. The drilling rig operates on diesel fuel. All
      electric power need, for light and heating while on the property will be
      generated from gasoline powered generators.




2.
      April -
      May, 2007 - Have independent an third party analyze the samples from the core
      drilling. Determine if mineralized material is below the ground. If mineralized
      material is found, define the body. We estimate that it will cost $3,000 to
      analyze the core samples and will take 30 days.





All
      funds
      for the foregoing activities have been obtained from our private
      placement.





**Limited
      Operating History; Need for Additional Capital**





There
      is
      no historical financial information about us upon which to base an evaluation
      of
      our performance. We are an exploration stage corporation and have not generated
      any revenues from activities. We cannot guarantee we will be successful in
      our
      business activities. Our business is subject to risks inherent in the
      establishment of a new business enterprise, including limited capital resources,
      possible delays in the exploration of our properties, and possible cost overruns
      due to price and cost increases in services.





To
      become
      profitable and competitive, we conduct into the research and exploration of
      our
      properties before we start production of any minerals we may find. We are
      seeking equity financing to provide for the capital required to implement our
      research and exploration phases.





We
      have
      no assurance that future financing will be available to us on acceptable terms.
      If financing is not available on satisfactory terms, we may be unable to
      continue, develop or expand our activities. Equity financing could result in
      additional dilution to existing shareholders.





**Results
      of Activities**





***From
      Inception on May 18, 2005*** **





We
      acquired the right to explore one property containing one claim. We do not
      own
      any interest in any property, but merely have the right to conduct exploration
      activities on one property. We have staked the property and will begun our
      exploration program





Since
      inception, we have used loans from Mr. Ze, our director, to incorporate us,
      and
      for legal and accounting expenses. Net cash provided by him since inception
      on
      May 18, 2005 to June 30, 2006 was $20,489. This amount is unsecured, bears
      no
      interest with no specific terms of repayment.





**Liquidity
      and Capital Resources**





As
      of the
      date of this report, we have yet to generate any revenues from our business
      activities.





We
      issued
      1,000,000 shares of common stock through a private placement pursuant to section
      Regulation S of the Securities Act of 1933 to our officers and directors,
      Messrs. Gao and Ze in June 2005 in consideration of $10.00. The shares were
      sold
      to a non-US persons and all transactions closed outside the United States of
      America. This was accounted for as a purchase of shares of common stock.





In
      November, 2005, we completed a private placement of 1,380,000 restricted shares
      of common stock pursuant to Reg. S of the Securities Act of 1933 and raised
      $34,500. All of the shares were sold to non-US persons and all transactions
      closed outside the United States of America. This was accounted for as a
      purchase of shares of common stock.





As
      of
      June 30, 2006, our total assets were $17,523 and our total liabilities were
      $25,489.





-19-


*Index*




**PART
      III**





**ITEM
      7.****FINANCIAL
      STATEMENTS.**





**Page**Independent
                Auditors' Report
            F
                1Balance
                Sheets
            F
                2Statements
                of Operations
            F
                3Statements
                of Changes in Stockholders' Deficit
            F
                4Statements
                of Cash Flows
            F
                5Notes
                to the financial statements
            F
                6
                - F 11








-20-





**MOEN
                AND COMPANY LLP**
              CHARTERED
                ACCOUNTANTS**Securities
                Commission Building**
              **PO
                Box 10129, Pacific Centre**
              **Suite
                1400 - 701 West Georgia Street**
              **Vancouver,
                British Columbia**
              **Canada
                V7Y 1C6**
              **Telephone:
                (604) 662-8899**
              **Fax:
                (604) 662-8809**
              **Email:
                moenca@telus.net**





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Shareholders and Directors of


Admax
      Resources Inc. (A Nevada Corporation)


(An
      Exploration Stage Company)





We
      have
      audited the accompanying balance sheets of Admax Resources Inc. (A Nevada
      Corporation) (An Exploration Stage Company) as of June 30, 2006 and 2005, and
      the related statements of income, retained earnings (deficit), cash flows and
      stockholders’ equity for the years then ended. These financial statements are
      the responsibility of the Company’s management. Our responsibility is to express
      an opinion on these financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits 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 Admax Resources Inc. (A Nevada
      Corporation) (An Exploration Stage Company) as of June 30, 2006 and 2005, and
      the results of its income and its cash flows for the years ended in conformity
      with accounting principles generally accepted in the United States of
      America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, conditions exist which raise substantial doubt about the Company’s
      ability to continue as a going concern unless it is able to generate sufficient
      cash flows to meet its obligations and sustain its operations. Management’s
      plans in regard to these matters are also described in Note 1. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.






***“Moen
                and Company LLP”***Date: July
                19, 2006
              By:
              /s/ Irving
                MoenVancouver,
                British Columbia, Canada
              Chartered
                Accountants





**   **




F
          1




*Index*


**ADMAX
                  RESOURCES INC.**(A
                  Nevada Corporation)(An
                  Exploration Stage Company)Balance
                  Sheets(Expressed
                  in US Dollars)June
                30,2006
              
              2005**Assets****Current
                  Assets**Cash
              
              17,523
              $
              244**Total
                  assets**
              
              **17,523**
              $
              **244****Liabilities
                  and Stockholders' Equity (Deficit)****Current
                  Liabilities**Accounts
                  payable and accrued liabilities
              
              5,000
              $
              4,801Loan
                  payable to related party (note 5)
              
              20,489
              
              10,369**Total
                  Current Liabilities**
              
              25,489
              
              15,170**Stockholders'
                  Equity**Common
                  stockAuthorized:
                  100,000,000 common shares, with a par value of $0.00001 per
                  share100,000,000
                  preferred shares, with a par value of $0.00001 per share (Note
                  4)Issued
                  and outstanding:2,380,000
                  common shares, at par value(June
                  30, 2005 - 1,000,000 common shares)
              
              24
              
              10Additional
                  paid in capital
              
              34,486
              
              -34,510
              
              10Retained
                  earnings (deficit), accumulated during
                  the exploraiton stage
              
              (42,476)
              
              (14,936)**Total
                  stockholders' equity (Deficit)**
              
              (7,966)
              
              (14,926)**Total
                  liabilities and stockholders' equity (Deficit)**
              
              **17,523**
              $
              **244**




F
            2
 *Index*
 **ADMAX
                    RESOURCES INC.**(A
                    Nevada Corporation)(An
                    Exploration Stage Company)Statements
                    of Income (Loss)(Expressed
                    in US Dollars)FromMay
                    18, 2005Year
                    Ended
                
                (Inception)
                    toJune
                    30,
                
                June
                    30,**2006**
                
                **2005**
                
                **2006****General
                    and administrative expenses**Audit
                    and accounting fees
                
                $
                9,251
                $
                1,400
                $
                10,651Bank
                    charges and interest
                
                
                765
                
                125
                
                890Legal
                    fees
                
                
                10,660
                
                10,000
                
                20,660Filing
                    fees
                
                
                4,242
                
                -
                
                4,242Impairment
                    of Mineral property costs and deferred exploration costs
                
                
                2,622
                
                3,411
                
                6,033**Total
                    general and administrative expenses**
                
                
                27,540
                
                14,936
                
                42,476**Net
                    income (loss ) for the period**
                
                
                (27,540)
                
                (14,936)
                
                (42,476)Earnings
                    (Loss) per shareBasic
                    and diluted
                
                $
                (0.01)
                $
                (0.01)Weighted
                    average number of shares outstanding - Basic and diluted
                
                
                2,380,000
                
                1,000,000
  F
              3
 *Index*   **ADMAX
                    RESOURCES INC.**(A
                    Nevada Corporation)(An
                    Exploration Stage Company)Statements
                    of Cash Flows(Expressed
                    in US Dollars)**From****May
                    18, 2005****Year
                    Ended**
                
                **(Inception)
                    to****June
                    30,**
                ****
                **June
                    30,****2006**
                
                **2005**
                
                **2006****Cash
                    derived from (used for)****Operating activities**Net
                    income (loss) for the period
                $
                (27,540)
                $
                (14,936)
                $
                (42,476)Add
                    Back:Impairment
                    of
                    Mineral property costsand
                    deferred exploration costs
                
                2,622
                
                3,411
                
                6,033(24,918)
                
                (11,525)
                
                (36,443)Changes
                    in
                    operating assets and liabilitiesAccounts
                    payable and accrued liabilities
                
                199
                
                4,801
                
                5,000**Net
                    cash (used in) operating activities**
                
                (24,719)
                
                (6,724)
                
                (31,443)**Investing activities**Mineral
                    property costs and deferred exploration costs
                
                (2,622)
                
                (3,411)
                
                (6,033)**Net
                    cash (used in) investing activities**
                
                (2,622)
                
                (3,411)
                
                (6,033)**Financing activities**Loan
                    payable to related party
                
                10,120
                
                10,369
                
                20,489Capital
                    stock paid
                
                34,500
                
                10
                
                34,510**Net
                    cash provided by investing activities**
                
                44,620
                
                10,379
                
                54,999**Cash
                    increase during the period**
                
                17,279
                
                244
                
                17,523**Cash
                    beginning of the period**
                
                244
                
                -
                
                -**Cash
                    end of the period**
                **$**
                **17,523**
                **$**
                **244**
                **$**
                **17,523**
 F
              4
  *Index*
 **ADMAX
                      RESOURCES INC.**(An
                      Exploration Stage Company)Statement
                      of Stockholders' Equity (Deficit)From
                      Date of Incorporation and Inception on May 18, 2005 to June
                      30, 2006(Expressed
                      in US Dollars)Deficit
                  #AccumulatedCommon
                    Shares
                  
                  Additional
                  
                  During
                      thePar
                      Value
                  
                  Paid-in
                  
                  Exploration
                  #Number
                  
                  Per
                      Share
                  
                  Capital
                  
                  Stage
                  
                  Total@$0.00001Balance,
                        May 18, 2005 (Date of Inception)
                  
                  $
                  -
                  $
                  -
                  $
                  -
                  $
                  -
                  $
                  -Capital
                      stock issued for cashon
                      May 19, 2005 at a price of$0.00001
                      per share
                  
                  
                  1,000,000
                  
                  10
                  
                  -
                  
                  -
                  
                  10Net
                      loss, May 18, to June 30, 2005
                  
                  
                  
                  
                  
                  
                  
                  
                  (14,936)
                  
                  (14,936)**Balance,
                      June 30, 2005**
                  
                  
                  1,000,000
                  
                  10
                  
                  -
                  
                  (14,936)
                  
                  (14,926)Capital
                      stock issued for cashon
                      September 20, 2005 at a price of$0.025
                      per share
                  
                  
                  1,380,000
                  
                  14
                  
                  34,486
                  
                  
                  
                  34,500Net
                        loss, year ended June 30, 2006
                  
                  
                  
                  
                  
                  
                  
                  
                  (27,540)
                  
                  (27,540)**Balance,
                      June 30, 2006**
                  
                  
                  **2,380,000**
                  **$**
                  **24**
                  **$**
                  **34,486**
                  **$**
                  **(42,476)**
                  **$**
                  **(7,966)**





F
            5
 
 
 **ADMAX
          RESOURCES INC.**
 (A
          Nevada
          Corporation)
 (An
          Exploration Stage Company)
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 June
          30,
          2006 and 2005
 ____________________________________________________________________________________________


*Index*





Note
      1Nature
      and Continuance of Operations





Admax
      Resources Inc. (“The Company”) was incorporated in the State of Nevada on May
      18, 2005 and that is also the inception date. The company is an Exploration
      Stage Company as defined by Statement of Financial Accounting Standard (“SFAS”)
      No. 7. The Company has acquired a mineral property located in the Province
      of
      British Columbia, Canada, and has not yet determined whether this property
      contains reserves that are economically recoverable. The recoverability of
      amounts from the property will be dependent upon the discovery of economically
      recoverable reserves, confirmation of the Company’s interest in the underlying
      property, the ability of the Company to obtain necessary financing to satisfy
      the expenditure requirements under the property agreement, and to complete
      the
      development of the property, and upon future profitable production or proceeds
      from the sale thereof.





Going
      Concern


These
      financial statements have been prepared in accordance with generally accepted
      accounting principles in the United States of America applicable to a going
      concern which assume that the Company will realize its assets and discharge
      its
      liabilities in the normal course of business. The Company has incurred losses
      of
      $42,476 since inception and might not have sufficient working capital for the
      next twelve months. These factors create substantial doubt as to the ability
      of
      the Company to continue as a going concern. Realization values may be
      substantially different from the carrying values as shown in these financial
      statements should the Company be unable to continue as a going concern. The
      Company has working capital deficit at June 30, 2006 of $7,966. Management
      is in
      the process of identifying sources for additional financing to fund working
      capital requirements and the ongoing development of the Company’s
      business.




Note
                2
            Summary
                of Significant Accounting
                Policies




Basis
      of Presentation




The
      financial statements of the Company have been prepared in accordance with
      generally accepted accounting principles in the United States of America and
      are
      expressed in US dollars. The Company’s fiscal year end is June 30.





Mineral
      property acquisition costs and deferred exploration expenditures





In
      April
      2004, the Financial Accounting Standards Board (“ FASB”) ratified Emerging
      Issues Task Force (“EITF”) Issue No. 04-2, which amends Statement of Financial
      Accounting Standards (“SFAS”) NO. 141 to the extent all mineral rights are to be
      considered tangible assets for accounting purposes. The accounting policy
      related to mineral property has been revised as follows:





Mineral
      properties consist of exploration and mining concessions, options and contracts.
      Acquisition and leasehold cost and exploration costs are capitalized and
      deferred until such time as the property is put into production or the
      properties are disposed of either through sale or abandonment. These costs
      are
      evaluated at the end of each reporting period for indication of impairment.
      An
      impairment of $6,033 is charged to income to June 30, 2006. If put into
      production, the costs of acquisition and exploration will









F
            6
 
 **ADMAX
            RESOURCES INC.**
 (A
            Nevada
            Corporation)
 (An
            Exploration Stage Company)
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 June
            30,
            2006 and 2005
 ____________________________________________________________________________________________


*Index*




Summary
      of Significant Accounting Policies -
      (cont’d)




be
      depreciated over the life of the property, based on estimated economic reserves.
      Proceeds received from the sale of any interest in property will first be
      credited against the carrying value of the property, with any excess included
      in
      operation for the period. If a property is abandoned, the property and deferred
      exploration costs will be written off to operations.





Use
      of
      Estimates and Assumptions




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





Foreign
      Currency Translation




The
      Company’s functional and reporting currency is the United States dollar. The
      financial statements of the Company are translated to United States dollars
      in
      accordance with SFAS No. 52 “Foreign Currency Translation”. Monetary assets and
      liabilities denominated in foreign currencies are translated using the exchange
      rate prevailing at the balance sheet date. Gains and losses arising on
      translation or settlement of foreign currency denominated transactions or
      balances are included in the determination of income. Foreign currency
      transactions are primarily undertaken in Canadian dollars.





Financial
      Instruments




The
      carrying value of cash, accounts payable and accrued liabilities and loan
      payable to related party, approximate their fair value because of the short
      maturity of these instruments. The Company’s operations are in Canada and
      virtually all of its assets and liabilities are giving rise to significant
      exposure to market risks from changes in foreign currency rates. The financial
      risk is the risk to the Company’s operations that arise from fluctuations in
      foreign exchange rates and the degree of volatility of these rates. Currently,
      the Company does not use derivative instruments to reduce its exposure to
      foreign currency risk.





Environmental
      Costs




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





F
            7
 
 **ADMAX
            RESOURCES INC.**
 (A
            Nevada
            Corporation)
 (An
            Exploration Stage Company)
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 June
            30,
            2006 and 2005
 ____________________________________________________________________________________________


*Index*




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





Income
      Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109 as
      of
      its inception. Pursuant to SFAS No. 109 the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. Potential benefits
      of
      net operating losses have not been recognized in these financial statements
      because the Company cannot be assured it is more likely than not it will utilize
      the net operating losses carried forward in future years; and accordingly is
      offset by a valuation allowance.





Basic
      and Diluted Net Loss Per Share




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





Stock-based
      Compensation




In
      December 2002, the Financial Accounting Standards Board issued Financial
      Accounting Standard No. 148, “Accounting for Stock-Based Compensation -
      Transition and Disclosure” (“SFAS No. 148”), an amendment of Financial
      Accounting Standard No. 123 “Accounting for Stock-Based Compensation”
(“SFAS No. 123”). The purpose of SFAS No. 148 is to: (1) provide alternative
      methods of transition for an entity that voluntarily changes to the fair value
      based method of accounting for stock-based employee compensation, (2) amend
      the
      disclosure provisions to require prominent disclosure about the effects on
      reported net income of an entity’s accounting policy decisions with respect to
      stock-based employee compensation, and (3) to require disclosure of those
      effects in interim financial information. The disclosure provisions of SFAS
      No.
      148 were effective for the Company for the period ended June 30,
      2006.





F
            8
 
 **ADMAX
            RESOURCES INC.**
 (A
            Nevada
            Corporation)
 (An
            Exploration Stage Company)
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 June
            30,
            2006 and 2005
 ____________________________________________________________________________________________


*Index*


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




Stock-based
      Compensation (cont’d)





The
      Company has elected to account for stock-based employee compensation
      arrangements in accordance with the provisions of Accounting Principles Board
      Opinion No. 25, “Accounting for Stock Issued to Employees”, (“APB No. 25”) and
      comply with the disclosure provisions of SFAS No. 123 as amended by SFAS No.
      148
      as described above. In addition, in accordance with SFAS No. 123 the Company
      applies the fair value method using the Black-Scholes option-pricing model
      in
      accounting for options granted to consultants. Under APB No. 25, compensation
      expense for employees is recognized based on the difference, if any, on the
      date
      of grant between the estimated fair value of the Company’s stock and the amount
      an employee must pay to acquire the stock. Compensation expense is recognized
      immediately for past services and pro-rata for future services over the
      option-vesting period. To June 30, 2006 the Company has not granted any stock
      options.





The
      Company accounts for equity instruments issued in exchange for the receipt
      of
      goods or services from other than employees in accordance with SFAS No. 123
      and
      the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18.
      Costs are measured at the estimated fair market value of the consideration
      received or the estimated fair value of the equity instruments issued, whichever
      is more reliably measurable. The value of equity instruments issued for
      consideration other than employee services is determined on the earliest of
      a
      performance commitment or completion of performance by the provider of goods
      or
      services as defined by EITF 96-18.





The
      Company has also adopted the provisions of the Financial Accounting Standards
      Board Interpretation No.44, Accounting for Certain Transactions Involving Stock
      Compensation - An Interpretation of APB Opinion No. 25 (“FIN 44”), which
      provides guidance as to certain applications of APB 25.





Comprehensive
      Income




The
      Company has no items that represent other comprehensive income.





Cash




Cash
      consists of funds on deposit with the Company’s bankers.





Concentration
      of Credit Risk




Financial
      instruments that potentially subject the Company to credit risk consist
      principally of cash, deposited with a high quality credit
      institution.





F
            9
 
 **ADMAX
            RESOURCES INC.**
 (A
            Nevada
            Corporation)
 (An
            Exploration Stage Company)
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 June
            30,
            2006 and 2005
 ____________________________________________________________________________________________


*Index*




Note
                3
            Mineral
                Property




The
      company owns a 100% interest in a mineral claim referred to as August mineral
      claim, comprising a total of 12 contiguous units and an area of 622 acres.
      The
      property is situated south of Princeton, Similkameen Region, British Columbia,
      Canada. The claim was acquired on June 28, 2005 by Mr. Zhenyong Gao on behalf
      of
      the Company from Jacqueline Ann Mcleod for $10.00. The property is held in
      trust
      for the Company by Mr. Zhenyong Gao. The Tenure Number of the property is 536316
      and is in good standing until June 27, 2007. Costs written off as impaired
      to
      June 30, 2006 total $6,033, $2,622 thereof for year ended June 30, 2006, and
      $3,411 thereof for year ended June 30, 2005.





Note
                4
            Preferred
                Stock - Terms and Conditions




The
      preferred stock may be divided into, and issued, in series. The Board of
      Directors of the Company is authorized to divide the authorized shares of
      preferred stock into one or more series, each of which shall be so designated
      as
      to distinguish the shares thereof from the shares of all other series and
      classes. The Board of Directors of the Company is authorized, within any
      limitations prescribed by law and this Article, to fix and determine the
      designations, rights, qualifications, preferences, limitations and terms of
      the
      shares of any series of preferred stock including but not limited to the
      following:




(a)
            The
                rate of dividend, the time of payment of dividends, whether dividends
                are
                cumulative, and the date from which any dividends shall
                accrue;




(b)
            Whether
                shares may be redeemed, and, if so, the redemption price and the
                terms and
                conditions of redemption;




(c)
            The
                amount payable upon shares in the event of voluntary or involuntary
                liquidation;




(d)
            Sinking
                fund or other provisions, if any, for the redemption or purchase
                of
                shares;




(e)
            The
                terms and conditions on which shares may be converted, if the shares
                of
                any series are issued with the privilege of
                conversion;




(f)
            Voting
                powers, if any, provided that if any of the preferred stock or series
                thereof shall have voting rights, such preferred stock or series
                shall
                vote only on a share for share basis with the common stock on any
                matter,
                including but not limited to the election of directors, for which
                such
                preferred stock or series has such rights;
                and,




(g)
            Subject
                to the foregoing, such other terms, qualifications, privileges,
                limitations, options, restrictions, and special or relative rights
                and
                preferences, if any, of shares or such series as the Board of Directors
                of
                the Company may, at the time so acting, lawfully fix and determine
                under
                the laws of the State of Nevada.




The
      Company shall not declare, pay or set apart for payment any dividend or other
      distribution (unless payable solely in shares of common stock or other class
      of
      stock junior to the preferred stock as to dividends or upon liquidation) in
      respect of common stock, or other class of stock junior the preferred stock,
      nor
      shall it redeem, purchase or otherwise acquire




F
            10
 
 **ADMAX
            RESOURCES INC.**
 (A
            Nevada
            Corporation)
 (An
            Exploration Stage Company)
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 June
            30,
            2006 and 2005
 ____________________________________________________________________________________________


*Index*




Preferred
      Stock - Terms and Conditions (cont’d)




for
      consideration shares of any of the foregoing, unless dividends, if any, payable
      to holders of preferred stock for the current period (and in the case of
      cumulative dividends, if any, payable to holder of preferred stock for the
      current period and in the case of cumulative dividends, if any, for all past
      periods) have been paid, are being paid or have been set aside for payments,
      in
      accordance with the terms of the preferred stock, as fixed by the Board of
      Directors.




In
      the
      event of the liquidation of the Company, holders of preferred stock shall be
      entitled to receive, before any payment or distribution on the common stock
      or
      any other class of stock junior to the preferred stock upon liquidation, a
      distribution per share in the amount of the liquidation preference, if any,
      fixed or determined in accordance with the terms of such preferred stock plus,
      if so provided in such terms, and amount per share equal to accumulated and
      unpaid dividends in respect of such preferred stock (whether or not earned
      or
      declared) to the date of such distribution. Neither the sale, lease or exchange
      of all or substantially all of the property and assets of the Company, nor
      any
      consolidation or merger of the Company, shall be deemed to be a liquidation
      for
      the purposes of these terms and conditions





Note
                5
            Related
                Parties




As
      at
      June 30, 2006, $20,489 is a loan payable to a related party, who is a Director,
      Chief Executive Officer and principal shareholder of the company. This amount
      is
      unsecured, bears no interest and has no specific terms of repayment.




No
      management remuneration has been recorded for related parties during the period
      as there are no services rendered to the company.





Note
                6
            Income
                Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has incurred a net operating
      loss of $42,476. Pursuant to SFAS No. 109 the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. Potential benefit
      of
      net operating losses have not been recognized in these financial statements
      because the Company cannot be assured it is more likely than not it will utilize
      the net operating losses carried forward in future years.




The
      components of the net deferred tax asset at June 30, 2006, and the statutory
      tax
      rate, the effective tax rate and the elected amount of the valuation allowance
      are disclosed below:




$Net
                Operating Loss
            
            
            
            42,476Statutory
                Tax Rate
            
            
            
            34%Effective
                Tax Rate
            
            
            
            -Deferred
                Tax Asset
            
            
            
            14,442Valuation
                Allowance
            
            
            
            (14,442)Net
                Deferred Tax Asset
            
            
            
            -








F
            11


*Index*




**ITEM
      8.****CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**.





There
      have been no disagreements on accounting and financial disclosures from the
      inception of the Company through the date of this Form 10-KSB. Our financial
      statements for the period from inception to June 30, 2006, included in this
      report have been audited by Moen & Company, Chartered Accountants, 701 West
      Georgia Street, Suite 1400, Vancouver, British Columbia V7Y 1C6. as set forth
      in
      this annual report.





**ITEM
      8A.****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 filed or submitted under the Exchange
      Act is recorded, processed, summarized and reported, within the time period
      specified in the SEC'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 filed under the Exchange
      Act
      is accumulated and communicated to management, including the Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure. As of the end of the period covered by this
      report, we carried out an evaluation, under the supervision and with the
      participation of our management, including our Chief Executive Officer and
      Chief
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures. Based upon and as of the date of that
      evaluation, the Chief Executive Officer and Chief Financial Officer concluded
      that our disclosure controls and procedures are effective to ensure that
      information required to be disclosed in the reports our files and submits under
      the Exchange Act is recorded, processed, summarized and reported as and when
      required.





**(b)**  ***Changes
      in Internal Control over Financial Reporting:*** There
      were no changes in our internal control over financial reporting identified
      in
      connection with our evaluation of these controls as of the end of the period
      covered by this report that affected those controls subsequent to the date
      of
      the evaluation referred to in the previous paragraph, including any correction
      action with regard to deficiencies and material weakness.





There
      were no changes in our internal controls or in other factors that could affect
      these controls subsequent to the date of their evaluation, including any
      deficiencies or material weaknesses of internal controls that would require
      corrective action.





**ITEM
      8B.****OTHER
      INFORMATION.**





None





**ITEM
      9.****DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a)
      OF THE EXCHANGE ACT.**





**Officers
      and Directors and Significant Employees**





Our
      directors serve until their successor is elected and qualified. Our officers
      are
      elected by the board of directors to a term of one (1) year and serves until
      their successor is duly elected and qualified, or until he is removed from
      office. The board of directors has no nominating, auditing or compensation
      committees.


-21-


*Index*




The
      name,
      address, age and position of our present officers and directors are set forth
      below:





**Name
                and Address**
            **Age**
            **Position(s)**Zhenyong
                Gao
            49
            president,
                principal executive officer, and a member794
                East 20thAvenue
            
            of
                the board of directors.Vancouver,
                British ColumbiaCanada
                V5V 1N3David
                W. Ze
            49
            secretary,
                treasurer, principal financial officer,1170
                  Howse Place
            
            principal
                accounting officer, and a member of theCoquitlam, BC
            
            board
                of directors.Canada




The
      persons named are expected to hold their offices/positions until the next annual
      meeting of our stockholders.





**Background
      of Officers and Directors**




Each
      of
      our directors serves until his or her successor is elected and qualified. Each
      of our officers is elected by the board of directors to a term of one (1) year
      and serves until his or her successor is duly elected and qualified, or until
      he
      or she is removed from office. The board of directors has no nominating,
      auditing or compensation committees.





The
      name,
      age and position of our officers and directors are set forth below:




**Name**
            **Age**
            **Position
                Held**Zhenyong
                Gao
            49
            President,
                Principal Executive Officer, and DirectorDavid
                W. Ze
            49
            Principal
                Financial Officer, Principal Accounting Officer, Treasurer, Secretary
                and
                Director





Directors
      serve until our next annual meeting of the stockholders or unless they resign
      earlier. The Board of Directors elects officers and their terms of office are
      at
      the discretion of the Board of Directors.





**Background
      of officers and directors**





Mr.
      Zhenyong Gao has been our president, principal executive officer and director
      since our inception on May 18, 2005. Since June 1996, Mr. Gao has been a
      supervisor for CanTest, Ltd., Vancouver, British Columbia and from March 1989
      to
      June 1996, Mr. Gao was an analytical chemist for CanTest. CanTest is a full
      service laboratory providing professional analysis and consultation for
      companies, governments and individuals in environmental, biotechnology,
      pharmaceutical, food safety and industrial hygiene related fields. Mr. Gao
      holds
      a Master of Science degree in chemistry from the University of British Columbia;
      a Master of Science degree in chemical engineering from Beijing University
      of
      Industry and Commerce; and, a Bachelor of Science degree in chemistry from
      Beijing Normal University.


-22-


*Index*




Mr.
      David
      W. Ze has been our principal financial officer, principal accounting officer,
      treasurer, secretary and director since our inception on May 18, 2005. Since
      May
      2002, Mr. Ze has been director of market development for Kingston Education
      Group , Burnaby, British Columbia. Kingston Education Group provides various
      courses for local students as well as international students in Canada. From
      February 2000 to April 2002, Mr. Ze was a Chief Executive Officer of Kong Road
      International Trade and Consulting Services in Coquitlam, British Columbia.
      Mr.
      Ze holds a Doctor degree in communication studies from Simon Fraser University
      and a Master degree in publishing from University of Stirling, United
      Kingdom.





**Audit
      Committee Financial Expert**





We
      do not
      have an audit committee financial expert. We do not have an audit committee
      financial expert because we believe the cost related to retaining a financial
      expert at this time is prohibitive. Further, because we are only beginning
      our
      commercial operations, at the present time, we believe the services of a
      financial expert are not warranted.





**Conflicts
      of Interest**





The
      only
      conflict that we foresee is that Messrs. Gao and Ze, our officers and directors
      devote time to projects that do not involve us.





**Involvement
      in Certain Legal Proceedings**





To
      our
      knowledge, during the past five years, no present or former director or
      executive officer of our company: (1) filed a petition under the federal
      bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent
      or
      similar officer appointed by a court for the business or present of such a
      person, or any partnership in which he was a general partner at or within two
      yeas before the time of such filing, or any corporation or business association
      of which he was an executive officer within two years before the time of such
      filing; (2) was convicted in a criminal proceeding or named subject of a pending
      criminal proceeding (excluding traffic violations and other minor offenses);
      (3)
      was the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining him from or otherwise limiting the following activities:
      (i) acting as a futures commission merchant, introducing broker, commodity
      trading advisor, commodity pool operator, floor broker, leverage transaction
      merchant, associated person of any of the foregoing, or as an investment
      advisor, underwriter, broker or dealer in securities, or as an affiliated
      person, director of any investment company, or engaging in or continuing any
      conduct or practice in connection with such activity; (ii) engaging in any
      type
      of business practice; (iii) engaging in any activity in connection with the
      purchase or sale of any security or commodity or in connection with any
      violation of federal or state securities laws or federal commodity laws; (4)
      was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any federal or state authority barring, suspending
      or
      otherwise limiting for more than 60 days the right of such person to engage
      in
      any activity described above under this Item, or to be associated with persons
      engaged in any such activity; (5) was found by a court of competent jurisdiction
      in a civil action or by the Securities and Exchange Commission to have violated
      any federal or state securities law and the judgment in subsequently reversed,
      suspended or vacate; (6) was found by a court of competent jurisdiction in
      a
      civil action or by the Commodity Futures Trading Commission to have violated
      any
      federal commodities law, and the judgment in such civil action or finding by
      the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.





-23-


*Index*




**Audit
      Committee and Charter**





We
      do not
      have a separately-designated audit committee of the board or any other
      board-designated committee. Audit committee functions are performed by our
      board
      of directors. None of our directors are deemed independent. All directors also
      hold positions as our officers. Our audit committee is responsible for: (1)
      selection and oversight of our independent accountant; (2) establishing
      procedures for the receipt, retention and treatment of complaints regarding
      accounting, internal controls and auditing matters; (3) establishing procedures
      for the confidential, anonymous submission by our employees of concerns
      regarding accounting and auditing matters; (4) engaging outside advisors; and,
      (5) funding for the outside auditory and any outside advisors engagement by
      the
      audit committee. A copy of our audit committee charter is filed as an exhibit
      to
      this report.





**Audit
      Committee Financial Expert**





None
      of
      our directors or officers have the qualifications or experience to be considered
      a financial expert. We believe the cost related to retaining a financial expert
      at this time is prohibitive. Further, because of our limited operations, we
      believe the services of a financial expert are not warranted.





**Code
      of Ethics**





We
      have
      adopted a corporate code of ethics. We believe our code of ethics is reasonably
      designed to deter wrongdoing and promote honest and ethical conduct; provide
      full, fair, accurate, timely and understandable disclosure in public reports;
      comply with applicable laws; ensure prompt internal reporting of code
      violations; and provide accountability for adherence to the code.





**Disclosure
      Committee and Charter**





We
      have a
      disclosure committee and disclosure committee charter. Our disclosure committee
      is comprise of all of our officers and directors. The purpose of the committee
      is to provide assistance to the Chief Executive Officer and the Chief Financial
      Officer in fulfilling their responsibilities regarding the identification and
      disclosure of material information about us and the accuracy, completeness
      and
      timeliness of our financial reports.





**Section
      16(a) of the Securities Exchange Act of 1934**





We
      are
      not subject to the reporting requirements of section 16(a) of the Securities
      Exchange Act of 1934.





**ITEM
      10.****EXECUTIVE
      COMPENSATION**





The
      following table sets forth information with respect to compensation paid by
      us
      to our officers and directors during the three most recent fiscal years. This
      information includes the dollar value of base salaries, bonus awards and number
      of stock options granted, and certain other compensation, if any.





-24-





**Summary
      Compensation Table**


**Long
                Term Compensation****Annual
                Compensation**
            **Awards**
            **Payouts****(a)**
            **(b)**
            **(c)**
            **(d)**
            **(e)**
            **(f)**
            **(g)**
            **(h)**
            **(i)****Other****Annual**
            **Restricted**
            **Securities****Compen**
            **Stock**
            **Underlying**
            **LTIP**
            **All
                Other****Name
                and Principal**
            
            **Salary**
            **Bonus**
            **sation**
            **Award(s)**
            **Options
                /**
            **Payouts**
            **Compens****Position
                [1]**
            **Year**
            **($)**
            **($)**
            **($)**
            **($)**
            **SARs
                (#)**
            **($)**
            **ation
                ($)**Zhenyong
                Gao
            2006
            0
            0
            0
            0
            0
            0
            0President
                and Director
            2005
            0
            0
            0
            0
            0
            0
            02004
            0
            0
            0
            0
            0
            0
            0David
                W. Ze
            2006
            0
            0
            0
            0
            0
            0
            0Secretary,
                Treasurer
            2005
            0
            0
            0
            0
            0
            0
            0and
                Director
            2004
            0
            0
            0
            0
            0
            0
            0





[1]  All
      compensation received by the officers and directors has been
      disclosed.





**Option/SAR
      Grants**





There
      are
      no stock option, retirement, pension, or profit sharing plans for the benefit
      of
      our officers and directors.





**Long-Term
      Incentive Plan Awards**





We
      do not
      have any long-term incentive plans.





**Compensation
      of Directors**





We
      do not
      have any plans to pay our directors any money.





**Indemnification**





Under
      our
      Articles of Incorporation and Bylaws of the corporation, we may indemnify an
      officer or director who is made a party to any proceeding, including a law
      suit,
      because of his position, if he acted in good faith and in a manner he reasonably
      believed to be in our best interest. We may advance expenses incurred in
      defending a proceeding. To the extent that the office or director is successful
      on the merits in a proceeding as to which he is to be indemnified, we must
      indemnify him against all expenses incurred, including attorney's fees. With
      respect to a derivative action, indemnity may be made only for expenses actually
      and reasonably incurred in defending the proceeding, and if the officer or
      director is judged liable, only by a court order. The indemnification is
      intended to be to the fullest extent permitted by the laws of the State of
      Nevada.





Regarding
      indemnification for liabilities arising under the Securities Act of 1933, which
      may be permitted to directors or officers under Nevada law, we are informed
      that, in the opinion of the Securities and Exchange Commission, indemnification
      is against public policy, as expressed in the Act and is, therefore,
      unenforceable.


-25-


*Index*




**ITEM
      11.****SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**





The
      following table sets forth, as of the date of this report, the total number
      of
      shares owned beneficially by each of our directors, officers and key employees,
      individually and as a group, and the present owners of 5% or more of our total
      outstanding shares. The table also reflects what their ownership will be
      assuming completion of the sale of all shares in this offering. The stockholders
      listed below have direct ownership of his/her shares and possess voting and
      dispositive power with respect to the shares. Our office address is at 794
      East
      20 th Avenue,
      Vancouver, British Columbia, Canada V5V 1N3 and our telephone number is
      (778)863-0186.





**Direct
                Amount of**
            
            **Percent****Name
                of Beneficial Owner**
            **Beneficial
                Owner**
            **Position**
            **of
                Class**Zhenyong
                Gao
            500,000
            President,
                Principal Executive Officer,
            21.01%and
                DirectorDavid
                W. Ze
            500,000
            Principal
                Financial Officers, Principal
            21.01%Accounting
                Officers, Treasurer, Secretary and DirectorAll
                Officers and Directors as aGroup
                (2 Persons)
            1,000,000
            
            42.02%





**Securities
      authorized for issuance under equity compensation plans.**





We
      have
      no equity compensation plans.





**Future
      Sales by Existing Stockholders**





A
      total
      of 2,380,000 shares of common stock are issued and outstanding. Of the 2,380,000
      shares outstanding, all are restricted securities as defined in Rule 144 of
      the
      Securities Act of 1933, however, 1,380,000 shares are subject to an effective
      Form SB-2 registration statement.





**Changes
      in Control**





To
      the
      knowledge of management, there are no present arrangements or pledges of
      securities of our company which may result in a change in control of our
      company.





**ITEM
      12.****CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**.





We
      issued
      1,000,000 shares of common stock to Messrs. Gao and Ze, our directors in June
      2005, in consideration of $10.00.





Mr.
      Gao
      allows us to use a portion of his home as our office on a rent free
      basis.





As
      at
      June 30, 2006, $20,489 is owed to Mr. Ze, who is a director, chief
      financial officerand principal shareholder of the company. This amount
      is unsecured, bears no interest with no specific terms of repayment.


-26-





**PART
      IV**





**ITEM
      13.****EXHIBITS.**





The
      following exhibits are filed with our Form SB-2 registration statement, SEC
      file
      no. 333-130767 filed with the SEC:





**Exhibit
                No.**
            **Document
                Description**3.1
            Articles
                of Incorporation3.2
            Bylaws4.1
            Specimen
                Stock Certificate5.1
            Opinion
                of Conrad C. Lysiak, Attorney at Law23.1
            Consent
                of Moen and Company, Chartered Accountants23.2
            Consent
                of Conrad C. Lysiak





The
      following documents are included herein:





**Exhibit
                No.**
            **Document
                Description**14.1
            Code
                of Ethics.31.1
            Certification
                of Principal Executive Officer
                pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
                Securities and Exchange Act of 1934, as amended.31.2
            Certification
                of Principal Financial Officer
                pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
                Securities and Exchange Act of 1934, as amended.32.1
            Certification
                pursuant to 18 U.S.C. Section 1350,
                as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                (Chief Executive Officer).32.2
            Certification
                pursuant to 18 U.S.C. Section 1350,
                as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                (Chief Financial Officer).99.1
            Audit
                Committee Charter.99.2
            Disclosure
                Committee
                Charter.





**ITEM
      14.****PRINCIPAL
      ACCOUNTING FEES AND SERVICES**





**(1)
      Audit Fees**





The
      aggregate fees billed for each of the last two fiscal years for professional
      services rendered by the principal accountant for our audit of annual financial
      statements and review of financial statements included in our Form 10-QSBs
      or
      services that are normally provided by the accountant in connection with
      statutory and regulatory filings or engagements for those fiscal years
      was:


2006
            $
            9251
            
            Moen
                & Company, Chartered Accountants2005
            $
            1400
            
            Moen
                & Company, Chartered
                Accountants





**(2)
      Audit-Related Fees**





The
      aggregate fees billed in each of the last two fiscal years for assurance and
      related services by the principal accountants that are reasonably related to
      the
      performance of the audit or review of our financial statements and are not
      reported in the preceding paragraph:


2006
            $
            0
            
            Moen
                & Company, Chartered Accountants2005
            $
            0
            
            Moen
                & Company, Chartered
                Accountants





-27-


*Index*




**(3)
      Tax Fees**





The
      aggregate fees billed in each of the last two fiscal years for professional
      services rendered by the principal accountant for tax compliance, tax advice,
      and tax planning was:


2006
            $
            0
            
            Moen
                & Company, Chartered Accountants2005
            $
            0
            
            Moen
                & Company, Chartered
                Accountants





**(4)
      All Other Fees**





The
      aggregate fees billed in each of the last tow fiscal yeas for the products
      and
      services provided by the principal accountant, other than the services reported
      in paragraphs (1), (2), and (3) was:


2006
            $
            0
            
            Moen
                & Company, Chartered Accountants2005
            $
            0
            
            Moen
                & Company, Chartered
                Accountants





(5)
      Our
      audit committee’s pre-approval policies and procedures described in paragraph
      (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
      pre-approve all accounting related activities prior to the performance of any
      services by any accountant or auditor.





(6)
      The
      percentage of hours expended on the principal accountant’s engagement to audit
      our 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 was 0%.











-28-





**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities and Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized, on this 11th day of August,
      2006.





**ADMAX
                RESOURCES INC.**(the
                “Registrant”)BY:
            /s/
                Zhenyong GaoZhenyong
                Gao, President, Principal Executive Officer and a Member of the Board
                of
                DirectorsBY:
            /s/
              David W. ZeDavid
                W. Ze, Secretary, Treasurer, Principal Financial Officer and Principal
                Accounting Officer and a Member of a Board of
                Directors





Pursuant
      to the requirements of the Securities Act of 1933, this amended Form SB-2
      Registration Statement has been signed by the following persons in the
      capacities and on the dates indicated:





**Signature**
            **Title**
            **Date**/s/
                  Zhenyong Gao
            President,
                Principal Executive Officer, and a
            August
                11, 2006Zhenyong
                Gao
            Member
                of the Board of Directors/s/
                David W. Ze
            Secretary,
                Treasurer, Principal Financial Officer and
            August
                11, 2006David
                W. Ze
            Principal
                Accounting Officer and a Member of aBoard
                of Directors