UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

|                                                             |                                                                                  
|------------------------------------------------------------ | ---------------------------------------------------------------------------------
|[X]                                                          | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the quarterly three month period ended: March 31, 2006  
|                                                            
|[   ]                                                        | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|For the transition period from ___________ to ______________
|                                                            
|                                                            

Commission file number:333-108308

|                                                                                                 |                                              
|------------------------------------------------------------------------------------------------ | ---------------------------------------------
|KNIGHTSBRIDGE RESOURCES INC.(Exact name of small business issuer as specified in its charter)   
|Nevada(State of Other Jurisdiction
incorporation or organization)                                | __________________
(I.R.S. Employer I.D. No.)
|Paxhill, Parklane, Lindfield, West Sussex. U.K. RH16 2QS(Address of principal executive offices)
|Telephone (011) 44 (0) 1444 487100(Issuer's telephone number)                                   
|N/A(Former name, former address and former fiscal year, if changed since last report)           

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ] No [X]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

11,000,000 common shares issued and outstanding as of March 31, 2006Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]



Knightsbridge Resources Inc.

INDEX

|                               |                                                                       |                                                                                    |   
|------------------------------ | --------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | --
|                               |                                                                       | PageNo.                                                                           
|                               |                                                                      
|PART 1 - FINANCIAL INFORMATION | 1                                                                    
|                               | ITEM 1. FINANCIAL STATEMENTS                                          | 1                                                                                 
|                               | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION     | 7                                                                                 
|                               |                                                                       | General                                                                            | 7 
|                               |                                                                       | Plan of Operations                                                                 | 7 
|                               |                                                                       | Need for Additional Capital                                                        | 9 
|                               |                                                                       | Off-balance sheet arrangements                                                     | 9 
|                               |                                                                       | Loss Per Period/General and Administrative Expenses                                | 9 
|                               |                                                                       | Liquidity and Capital Resources Liquidity                                          | 9 
|                               |                                                                       | Recent Accounting Pronouncements                                                   | 9 
|                               |                                                                       | "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 | 10
|                               | ITEM 3. CONTROLS AND PROCEDURES                                       | 10                                                                                
|                               |                                                                       | Evaluation of Disclosure Controls and Procedures                                   | 10
|                               |                                                                       | Changes in Internal Controls                                                       | 11
|                               |                                                                       |                                                                                    |   
|PART II - OTHER INFORMATION    | 11                                                                   
|                               | ITEM 1. LEGAL PROCEEDINGS                                             | 11                                                                                
|                               | ITEM 2. UNREGISTERED SALES OF EQUITIES SECURITIES AND USE OF PROCEEDS | 11                                                                                
|                               |                                                                       | Changes in Securities                                                              | 11
|                               |                                                                       | Recent Sales of Unregistered Securities                                            | 11
|                               |                                                                       | Recent Sales of Registered Securities                                              | 11
|                               |                                                                       | Use of Proceeds                                                                    | 11
|                               | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                               | 11                                                                                
|                               | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           | 11                                                                                
|                               | ITEM 5. OTHER INFORMATION                                             | 11                                                                                
|                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                              | 11                                                                                
|                               |                                                                       | a. Exhibits                                                                        | 12
|                               |                                                                       | b. Reports on Form 8-K                                                             | 12
|SIGNATURES                     | 12                                                                   

i



PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The information in this report for the three months ended March 31, 2006, is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which Knightsbridge Resources, Inc. ("Knightsbridge" or the "Company") considers necessary for a fair presentation of the financial position, results of operations, changes in stockholders' equity and cash flows for those periods.

The condensed consolidated financial statements should be read in conjunction with Knightsbridge's financial statements and the notes thereto contained in Knightsbridge's Audited Financial Statements for the year ended December 31, 2005, in the Form 10-KSB filed with the SEC on March 31, 2006.

Interim results are not necessarily indicative of results for the full fiscal year.









KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

March 31, 2006

(Stated in US Dollars)

(Unaudited)













KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM BALANCE SHEETS

March 31, 2006 and December 31, 2005

(Stated in US Dollars)

(Unaudited)





|                                                     |                                               |              |    
|---------------------------------------------------- | --------------------------------------------- | ------------ | ---
|                                                     | March 31,                                     | December 31,
|ASSETS                                               | 2006                                          | 2005        
|                                                     |                                               |             
|Current                                              |                                               |             
|Cash                                                 | $
9,193                                       | $
4,003     
|                                                     |                                               |             
|LIABILITIES                                         
|                                                     |                                               |             
|Current                                              |                                               |             
|Accounts payable and accrued liabilities             | $
8,550                                       | $
6,284     
|Advances from a director  Notes 4 and 5             | 63,756                                        | 45,256      
|                                                     |                                               |             
|                                                     | 72,306                                        | 51,540      
|                                                     |                                               |             
|STOCKHOLDERS DEFICIENCY                            
|                                                     |                                               |             
|Common stock, $0.00001 par value                     |                                               |             
|100,000,000                                          | shares authorized                             |              |    
|11,000,000                                           | shares issued (December 31, 2005: 11,000,000) | 110          | 110
|Additional paid-in capital                           | 8,896                                         | 7,677       
|Deficit accumulated during the pre-exploration stage | (72,119)                                      | (55,324)    
|                                                     |                                               |             
|                                                     | (63,113)                                      | (47,537)    
|                                                     |                                               |             
|                                                     | $
9,193                                       | $
4,003     
|                                                     |                                               |             







SEE ACCOMPANYING NOTES







KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three month periods ended March 31, 2006 and 2005

and for the period October 23, 2002 (Date of Inception) to March 31, 2006

(Stated in US Dollars)

(Unaudited)





|                                              |            |                    |               |              
|--------------------------------------------- | ---------- | ------------------ | ------------- | -------------
|                                              |            |                    |               | October 23,  
|                                              |            |                    |               | 2002 (Date of
|                                              |            | Three months ended | Inception) to
|                                              |            | March 31,          | March 31,    
|                                              |            | 2006               | 2006         
|                                              |            |                    |               |              
|Expenses                                      |            |                    |               |              
|Audit and accounting fees                     |            | $
4,000            | $
1,000       | $
26,257     
|Bank charges                                  |            | 82                 | 38            | 559          
|Foreign exchange loss                         |            | 294                | -             | 44           
|Interest on advances from a director          |            |                    |               |              
|- Note 4                                      |            | 1,219              | -             | 7,519        
|Legal fees                                    |            | 11,200             | -             | 30,600       
|Mineral claim and pre-exploration costs       |            | -                  | -             | 2,426        
|Office                                        |            | -                  | 77            | 123          
|Registration and filing fees                  |            | -                  | 763           | 4,591        
|                                              |            |                    |               |              
|Net loss for the period                       |            | $
(16,795)         | $
(1,878)     | $
(72,119)   
|                                              |            |                    |               |              
|Basic and diluted loss per share              |            | $
(0.00)           | $
(0.00)      |              
|                                              |            |                    |               |              
|Weighted average number of shares outstanding | 11,000,000 | 11,000,000         |              
|                                              |            |                    |              
|                                              |            |                    |               |              







SEE ACCOMPANYING NOTES







KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the three month periods ended March 31, 2006 and 2005

and for the period October 23, 2002 (Date of Inception) to March 31, 2006

(Stated in US Dollars)

(Unaudited)





|                                                                 |                    |               |                 
|---------------------------------------------------------------- | ------------------ | ------------- | ----------------
|                                                                 |                    |               | October 23, 2002
|                                                                 |                    | (Date of     
|                                                                 | Three months ended | Inception) to
|                                                                 | March 31,          | March 31,    
|                                                                 | 2006               | 2005          | 2006            
|                                                                 |                    |               |                 
|Cash Flows used in Operating Activities                          |                    |               |                 
|Net loss for the period                                          | $
(16,795)         | $
(1,878)     | $
(72,119)      
|Contribution of capital by shareholder
for mineral claim cost    | -                  | -             | 387             
|Interest on advances from a director                             | 1,219              | -             | 7,519           
|Change in non-cash working capital balance
related to operations |                    |               |                 
|Accounts payable and accrued liabilities                         | 2,266              | 1,000         | 8,550           
|                                                                 |                    |               |                 
|                                                                 | (13,310)           | (878)         | (55,663)        
|                                                                 |                    |               |                 
|Cash Flows from Financing Activities                             |                    |               |                 
|Common stock issued                                              | -                  | -             | 1,100           
|Advances from a director                                         | 18,500             | 7,650         | 63,756          
|                                                                 |                    |               |                 
|                                                                 | 18,500             | 7,650         | 64,856          
|                                                                 |                    |               |                 
|Increase in cash during the period                               | 5,190              | 6,772         | 9,193           
|                                                                 |                    |               |                 
|Cash, beginning of the period                                    | 4,003              | 1,372         | -               
|                                                                 |                    |               |                 
|Cash, end of the period                                          | $
9,193            | $
8,144       | $
9,193         
|                                                                 |                    |               |                 











SEE ACCOMPANYING NOTES







KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS DEFICIENCY

for the period October 23, 2002 (Date of Inception) to March 31, 2006

(Stated in US Dollars)

(Unaudited)





|                                          |               |           |                 |             |           
|----------------------------------------- | ------------- | --------- | --------------- | ----------- | ----------
|                                          |               |           |                 | Deficit     |           
|                                          |               |           |                 | Accumulated |           
|                                          |               |           | Additional      | During the  |           
|                                          | Common Shares | Paid-in   | Pre-exploration |            
|                                          | Number        | Par Value | Capital         | Stage       | Total     
|                                          |               |           |                 |             |           
|Common stock issued for cash
 at $0.0001 | 10,000,000    | $
100     | $
900           | $
-         | $
1,000   
|                                          |               |           |                 |             |           
|Contribution of capital by shareholder    | -             | -         | 387             | -           | 387       
|Net loss for the period                   | -             | -         | -               | (8,001)     | (8,001)   
|                                          |               |           |                 |             |           
|Balance, December 31, 2002                | 10,000,000    | 100       | 1,287           | (8,001)     | (6,614)   
|Common stock issued for cash
 at $0.0001 | 1,000,000     | 10        | 90              | -           | 100       
|Net loss for the year                     | -             | -         | -               | (11,435)    | (11,435)  
|                                          |               |           |                 |             |           
|Balance, December 31, 2003                | 11,000,000    | 110       | 1,377           | (19,436)    | (17,949)  
|Net loss for the year                     | -             | -         | -               | (6,415)     | (6,415)   
|                                          |               |           |                 |             |           
|Balance, December 31, 2004                | 11,000,000    | 110       | 1,377           | (25,851)    | (24,364)  
|                                          |               |           |                 |             |           
|Imputed interest                          | -             | -         | 6,300           | -           | 6,300     
|                                          |               |           |                 |             |           
|Net loss for the year                     | -             | -         | -               | (29,473)    | (29,473)  
|                                          |               |           |                 |             |           
|Balance, December 31, 2005                | 11,000,000    | 110       | 7,677           | (55,324)    | (47,537)  
|                                          |               |           |                 |             |           
|Imputed interest  Note 4                 | -             | -         | 1,219           | -           | 1,219     
|                                          |               |           |                 |             |           
|Net loss for the period                   | -             | -         | -               | (16,795)    | (16,795)  
|                                          |               |           |                 |             |           
|Balance, March 31, 2006                   | 11,000,000    | $
110     | $
8,896         | $
(72,119)  | $
(63,113)
|                                          |               |           |                 |             |           







SEE ACCOMPANYING NOTES







KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

March 31, 2006

(Stated in US Dollars)

(Unaudited)





Note 1

Interim Reporting



While the information presented in the accompany interim three month financial statement is unaudited, it includes all adjustments which are in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented.  All adjustments are of a normal recurring nature.  It is suggested that these financial statements be read in conjunction with the Companys December 31, 2005 audited financial statements.



Note 2

Continuance of Operations



These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At March 31, 2006, the Company had not yet achieved profitable operations, has accumulated losses of $72,119 since its inception, has a working capital deficiency of $63,113 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.



The Company has obtained approval from the Securities and Exchange Commission for the sale to the general public of up to 2,000,000 of the Companys common shares at $0.10 per share.  Management considers that the Company will also be able to obtain additional funds through related party advances, however, there is no assurance that these sources will be available.



Note 3

Mineral Claims



On November 15, 2002, the Company acquired one mining claim consisting of twelve units located in the Province of British Columbia, Canada for $387 (CDN$600), contributed by a shareholder of the Company.  This claim was acquired on behalf of the Company by a director of the Company pursuant to a trust agreement.  The claim has not proven to have commercially recoverable reserves and therefore the acquisition costs have been expensed.  During the year ended December 31, 2005, the Company renewed its mineral claim such that the claim has an expiration date of August 19, 2006.



Note 4

Advances from a Director  Note 5



The advances from a director are unsecured, non-interest bearing and due on demand. During the three months ended March 31, 2005, imputed interest of $1,219 (December 31, 2005: $6,300) was expensed and credited to additional paid-in capital.



Note 5

Subsequent Event



Subsequent to March 31, 2006, a director of the Company advanced $5,000 to the Company.  The advance is unsecured, non-interest bearing and due on demand.







.







General

The following discussion and analysis should be read in conjunction with the financial statements, including the notes thereto, appearing elsewhere in this document.

The "Plan of Operation" of Knightsbridge are incorporated by reference from the Knightsbridge's Form SB-1, as amended, filed with the SEC onOctober 28, 2005.

Plan of Operations.

Knightsbridge is a pre-exploration company incorporated under the laws of the State of Nevada on October 23, 2002. We have not commenced active business operations and we do not own any properties, therefore, we have no operations or revenue. We have obtained the rights to one mineral claim consisting of 18 cells. These rights entitle us to the minerals located on the property subject to the mineral claim. We obtained the rights to this mineral claim by way of a trust agreement between ourselves and Ron Schmitz, our President. The recorded title to the mineral claim is in Ron Schmitz's name who holds the property pursuant to a trust agreement for the benefit of Knightsbridge (the "Santos mineral claim"). We do not own title to this property.

Exploration will be required before a final evaluation regarding the economic and legal feasibility of this property can be made. 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 can't predict what that will be until we find mineralized material.

The Santos mineral claim is without known mineralization and our proposed program is exploratory in nature. 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. Specifically, we intend to explore for silver, zinc and lead on the Santos mineral claim.

The SEC has notified us it had no further comments on a prospectus we filed October 28, 2005. Under the prospectus we intend to sell up to 2,000,000 shares of our common stock (the "Shares") at $0.10 per share to raise up to $200,000. We have not retained an underwriter to sell these Shares. We will conduct the offering as a direct public offering, meaning there is no guarantee as to how much money, if any, we will be able to raise through the sale of our stock. Our directors, Messrs. Fellows and Schmitz, will be personally selling shares and each have limited prior experience in selling securities. We need to raise $ 35,000 in this offering in order to meet our initial offering and Phase I exploration expenses. If we fail to sell at least $ 35,000 of the stock we intend to sell, we may never be able to commence operations or generate revenue. Therefore, investors may lose all or substantially all of their investment.

If we raise the maximum amount of the offering by mid-June 2006 we will begin Phase 1 and complete Phase 1 at the end of July. Phase 1 would take approximately 1 and 1/2 months and we intend to allocate US $10,000 to its completion. We would then start Phase 2 at the beginning of August 2006 and complete Phase 2 October 2006. Phase 2 would take approximately 3 months and we intend to allocate US $35,000 for its completion. We would start Phase 3 October 2006 and complete Phase 3 in late 2007. Phase 3 would take approximately 6 months and we intend to allocate US $60,000 to this phase. We cannot work from December to May because of bad weather conditions. If we raise the maximum amount of funds under the offering, we will not need any more funding for Phases 1, 2 and 3. If we do not raise the maximum amount of funds under the offering, then we will have to raise more money through private placements, public offerings or by bringing in other partners. The money we raise from the offering will determine how long we can satisfy our cash requirements. If we do not raise enough funds, Knightsbridge will have to raise additional funds within the next 12 months or go out of business. Knightsbridge will need a minimum of US$ 6,000 in order to meet its expenses associate with meeting the periodic reporting requirements of a public company.

As of March 31, 2006, our cash balance was $ 9,193. Without additional financing, we would not be able to continue beyond three to six months. Mr. Schmitz, an officer and director of Knightsbridge, has orally agreed to provide the necessary cash funding for us if we are unable to raise the necessary funds. The commitment from Mr. Schmitz is not in writing. His commitment may not be enforceable, as we have not given any consideration to Mr. Schmitz to make it a binding agreement. Should Mr. Schmitz not provide us with the funds necessary to cover our operating expenses, Knightsbridge would cease to exist within six months or less.

If the results of Phase 1 or 2 are not successful and we choose not to continue Phase 2 or 3, we will seek to acquire other claims for exploration as we are an exploration company. We will not acquire claims from related parties.

We need to raise the maximum amount of this offering or we may not be able to continue for the next 12 months unless we obtain additional capital to pay our bills. We have not generated any revenues and no revenues are anticipated unless and until silver, lead or zinc are discovered on the property in which we have an interest. Accordingly, we would need to raise cash from other sources than the sale of the silver, lead or zinc. We will be conducting research in connection with the exploration of the property on which we own mining interests. We are not going to buy or sell any plant or significant equipment. We do not expect a change in the number of our employees.

We intend to implement an exploration program, designed to target zinc, lead and silver reserves, as these elements have been historically found in this region. In particular there have been a number of lead, silver and zinc producing mines in the Slocan Mining District where this claim is situated; although, there has been no such exploration on the Santos mineral claim. We intend to proceed in the following three phases all of which will be supervised by Mr. Ron Schmitz, our President and by an independent geologist and other contractors hired by him on our behalf. We will assess the success of phase I and phase II of our exploration program, based on the written report and recommendations of a qualified, independent geologist, before proceeding any further. Should we not achieve a successful result based on these assessments, we will abandon this claim and look for other mining properties. We will not hire anyone to start exploration until we receive funds from this offering to start exploring for minerals on the Santos mineral claim.

Phase I. Phase I will begin with research of the available geologic literature, personal interviews with geologists, and others familiar with the prospect area where the Santos mineral claim is located.

When the research is completed, our initial work will be augmented with geologic mapping which includes taking measurement of regular spacing from a reference location for sample sites, preliminary examination and description of rock and mineral types for use in preparation of maps which show location and features of each rock or mineral occurrence, if present. The geologic mapping on the property will be done by taking rock and soil samples throughout the property which have been measured from a reference location for analysis in a laboratory to determine the quantities of certain of the metallic and non metallic elements in each sample. On areas with no rock outcrops, we will do soil survey grids. We will also analyze surface outcrops of rock and the topography of the property to assist in the geologic mapping.

We will also conduct geochemical testing during Phase I. Rock and soil samples will be taken from the property and taken to a laboratory where a determination of the elemental make up of the sample and the exact concentrations of mineral composition (lead, silver or zinc) will be made. We will then compare the relative concentrations of mineral samples so the results from different samples can be compared in a more precise manner and plotted on a map to evaluate their significance and determine whether or not the Santos mineral claim has current economic potential and whether further exploration is warranted.

Phase II. Subject to the results of the report provided by the results obtained in Phase I, we will continue to Phase II. Phase II will consist of a detailed description of rock and mineral types for use in preparation of maps which show the location and features of each rock or mineral occurrence, if present. Phase II will consist of a collection of rock and soil samples at additional sites, which may be measured from a reference location, for analysis in a laboratory to determine the quantities of certain of the metallic and non-metallic elements in each sample. Digging pits or trenches through soil to expose rock for purposes of sampling and description of rock or mineral occurrences might be part of the program. Trenches or pits could be one to two meters deep and could be from several meters to a hundred or more meters in length. We anticipate that we will rely primarily on more extensive trenching during Phase II to identify the extent of mineralization. We estimate that Phase II will take about three months to complete and cost up to $35,000.

Subject to the results provided by the independent geologist written report and recommendations based on his laboratory analysis of Phase II, we will determine if the property warrants a Phase III study.

Phase III. Phase III is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body. Phase III will take about 6 months and cost up to $60,000. We do not anticipate commencing Phase III until late 2006.

If the geologist's report based on his laboratory analysis advises that the results of each Phase is not successful, we will explore other mineral properties.

We intend to try to develop any mineralization ourselves or enter into a joint venture with another mining company with more experience at that stage of operation. The three phases of exploration will be conducted by a qualified independent geologist with reasonable experience in exploration of lead, silver and zinc mineral properties. The exploration will be supervised by Mr. Schmitz, our President. Mr. Schmitz has had extensive experience with junior mining exploration companies as an accountant and a director and officer but is not a geologist or engineer.

We will be conducting research in connection with the exploration of the Santos mineral claim. We are not going to buy or sell any plant or significant equipment. We do not expect a change in our number of employees.

Capital Requirements of Our Proposed Exploration Program.

For all three phases of our proposed exploration program, we anticipate the capital costs to be approximately $105,000. This amount will include all costs in respect of the equipment we will need during each phase (including rental of a backhoe and a drill, as well as the purchase of hand tools and explosives); the services of a professional independent geologist who will be responsible for geologic mapping, soil sampling, and supervision; the services of field workers who will be responsible for general labor, including trenching, and site maintenance; food and camp supplies; and analysis of samples, including shipping of samples to laboratory and testing analysis.

Need for Additional Capital.

If we are successful in selling the 2,000,000 shares of common stock offered under the prospectus, management believes we will have sufficient capital to complete all three exploration phases proposed for the Santos mineral claim. We will assess whether to proceed with Phase II of the exploration program upon completion of Phase I and an evaluation of the results of the Phase I program. Similarly, we will assess whether to proceed with Phase III of the exploration program upon completion of Phase II and an evaluation of the results of the Phase II program.

If our exploration activities are successful we plan to either further develop the Santos mineral claim on our own or enter into a joint venture with another mining company with more experience at that stage of operation. We will need a considerable amount of additional capital if we are to proceed to further development of the Santos mineral claim.

If we are unable to sell more than 500,000 shares of the planned offering we will only have sufficient capital available to fund the Phase I exploration program and we would have to search for additional financing at that time or suspend operations.

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 or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Off-balance sheet arrangements.

As of March 31, 2006, Knightsbridge has had no off-balance sheet arrangements.

Loss per Period/General and Administrative Expenses.

Knightsbridge's net loss for the three months ended March 31, 2006 was $(16,795), compared to $(1,878) for the three-month period ending March 31, 2005.

Liquidity and Capital Resources Liquidity. As of March 31, 2006, Knightsbridge total cash on hand was $9,193. Knightsbridge had $72,306 in liabilities, of which $63,756 is owed to related parties and $8,550 is owed for accounts payable and accrued liabilities.

Recent Accounting Pronouncements

In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". SFAS No. 149 amends and clarifies under what circumstances a contract with initial investments meets the characteristics of a derivative and when a derivative contains a financing component. SFAS No. 149 is effective for contracts entered into or modified after December 31, 2003. The adoption of SFAS No. 149 had no effect on the Company's financial statement presentation or disclosures.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures in its statement of cash flows certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability because that financial instrument embodies an obligation of the issuer. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after September 15, 2003. SFAS No. 150 is to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption.

Restatement is not permitted. The adoption of SFAS No. 150 had no effect on the Company's financial statement presentation or disclosures.

In January 2003, the FASB issued Interpretation No. 46 "Consolidation of Variable Interest Entities (an Interpretation of ARB No. 51)" ("FIN 46"). FIN 46 requires that the primary beneficiary in a variable interest entity consolidate the entity even if the primary beneficiary does not have a majority voting interest. The consolidation requirements of FIN 46 are required to be implemented for any variable interest entity created on or after January 31, 2003. In addition, FIN 46 requires disclosure of information regarding guarantees or exposures to loss relating to any variable interest entity existing prior to January 31, 2003 in financial statements issued after January 31, 2003. The implementation of the provisions of FIN 46 effective January 31, 2003 had no effect on the Company's financial statement presentation or disclosures.

FAS 151, Inventory Costs. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 24, 2004. The provisions of this statement should be applied prospectively. There is no impact on the Company's financial statements.

FAS 152, Accounting for Real Estate Time-Sharing Transactions. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Restatement of previously issued financial statements is not permitted. There is no impact on the Company's financial statements.

FAS 153, Exchanges of Non-Monetary Assets. The provisions of this statement are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after December 16, 2004. The provisions of this statement should be applied prospectively. There is no impact on the Company's financial statements.

In 2004, FASB issued a revision of SFAS 123, Accounting for Stock-Based Compensation. This statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and its related implementation guidance. This revised pronouncement is effective for years beginning on or after December 15, 2005 and requires that all stock options and warrants be accounted for using the fair value method. This pronouncement presently has no impact on the Company's financial statements as the Company has not issued any stock options to date.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

This Form 10-QSB report may contain certain "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and/or releases, which represent our expectations or beliefs, including but not limited to, statements concerning our economic performance, financial condition, growth and marketing strategies, availability of additional capital, ability to attract suitable personal and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," "might," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important facts, including but not limited to those risk factors in Knightsbridge's Registration Statement on Form SB-1, as amended, filed with the SEC on October 28, 2005.

ITEM 3: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended) as of a date within ninety days of the filing date of this quarterly report on Form 10-QSB. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Changes in internal controls.

There were no significant changes in Knightsbridge's internal controls or in any factors that could significantly affect internal controls subsequent to the date of the Chief Executive Officer and the Chief Financial Officer's evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To Knightsbridge's knowledge, no lawsuits were commenced against Knightsbridge during the three months ended March 31, 2006, nor did Knightsbridge commence any lawsuits during the same period. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Changes in Securities

None.

Recent Sales of Unregistered Securities

None.

Recent Sales of Registered Securities

None.

Use of Proceeds

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

Changes in Management.

Due to obligations arising in different time zones abroad, requiring long absences from, and difficult communications with, the company, Mr. Rogers resigned his directorship with Knightsbridge. Geologist Mr. Mark Fellows, BSc (Hons). MIMMM, was appointed a Director.



Mark Fellows, c/o Paxhill, Parklane, Lindfield, West Sussex. U.K. RH16 2QS



Mark Fellows BSc (Hons), MIMMM, became a Director of the Company in May 2006. Mr. Fellows graduated from the University of Liverpool, with a BSc Honours Geology, in 1987. From 1992 to Present, he has been employed by  Brook Hunt & Associates Limited, UK, as a Director 1999-2005, Mining Analyst 1992-1999, and now Associate Consultant.



From 1990 to 1991, he was employed by  SAMAX Limited, Tanzania, as a  Project Geologist. From 1989 to 1990, he was employed by  Placer Analysis Limited, Guinea, as a Project Geologist. From 1987 to 1989, he was employed by Anglo-American Corporation, South Africa, as an Exploration Geologist. Mr. Fellows expects to devote approximately 10% of his time to the business of the Company.



Changes in Control



Mr. Rogers transferred a control position of 7,900,000 shares to Mr. Clive de Larrabeiti.  Mr. de Larrabeiti has served as an officer and director of several public companies.  Presently, as the principal founding member, he is CEO and a Director of Mayfair Mining & Minerals, Inc., a publicly listed mining company, traded on the OTC Bulletin Board under the symbol MFMM.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

|              |                                                                                                                                                                                                                                                                                                                                
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber | Exhibit Title                                                                                                                                                                                                                                                                                                                  
|31.1          | Certificate of CEO as Required by Rule 13a-14(a)/15d-14                                                                                                                                                                                                                                                                        
|31.2          | Certificate of CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                
|32.1
32.2     | Certificate of CEO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code
Certificate of CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code

b. Reports on 8-K

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                                                                                                                            |  | 
|--------------------------------------------------------------------------------------------------------------------------- |  | 
|Knightsbridge Resources Inc.                                                                                                |  | 
|/s/ Ron Schmitz 
______________________________________________                                                             |  | 
|Ron Schmitz
President, Acting Chief Executive Officer, Treasurer, Secretary, Director, CFO and Principal Accounting Officer |  | 
|Date:     May 12, 2006                                                                                                      |  | 











EXHIBIT 31.1



CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Ron Schmitz,  certify  that:



1.   I have  reviewed  this  Quarterly  Report  on  Form 10-QSB of KNIGHTSBRIDGE RESOURCES INC.;



2.   Based  on  my  knowledge,  this  report  does  not  contain any untrue

statement  of  a  material  fact  or  omit  to  state  a material fact

necessary  to  make the statements made, in light of the circumstances

under  which such statements were made, not misleading with respect to

the  period  covered  by  this  report;



3.   Based  on  my knowledge, the financial statements, and other financial

information  included  in  this report, fairly present in all material

respects the financial condition, results of operations and cash flows

of  the small business issuer as of, and for, the periods presented in

this  report;



4.   As the  small  business  issuer's  sole  certifying  officer, I am

responsible  for  establishing and maintaining disclosure controls and

procedures  (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))

for  the  small  business  issuer  and  have:



a)   Designed  such disclosure controls and procedures, or caused such

disclosure  controls  and  procedures  to  be  designed under my

supervision,  to ensure that material information relating to the

small  business  issuer, including its consolidated subsidiaries,

is made known to me by others within those entities, particularly

during  the  period  in  which  this  report  is  being prepared;



b)   Paragraph  omitted in accordance with SEC transition instructions

contained  in  SEC  Release  No. 33-8238, and an extension of the

compliance  date  in  accordance  with  SEC  Release No. 33-8545;



c)   Evaluated  the  effectiveness  of  the  small  business  issuer's

disclosure  controls  and procedures and presented in this report

my  conclusions  about  the  effectiveness  of  the  disclosure

controls  and  procedures, as of the end of the period covered by

this  report  based  on  such  evaluation;  and



d)   Disclosed  in  this  report  any  change  in  the  small business

issuer's  internal control over financial reporting that occurred

during  the  small  business  issuer's most recent fiscal quarter

that  has  materially  affected,  or  is  reasonably  likely  to

materially  affect,  the small business issuer's internal control

over  financial  reporting;  and



5.   As the  small  business  issuer's  sole  certifying  officer, I have

disclosed,  based  on  our  most recent evaluation of internal control

over  financial reporting, to the small business issuer's auditors and

the  audit committee of the small business issuer's board of directors

(or  persons  performing  the  equivalent  functions):



a)   All  significant  deficiencies  and  material  weaknesses  in the

design  or operation of internal control over financial reporting

which  are  reasonably  likely  to  adversely  affect  the  small

business  issuer's  ability  to  record,  process,  summarize and

report  financial  information;  and



b)   Any  fraud,  whether or not material, that involves management or

other employees who have a significant role in the small business

issuer's  internal  control  over  financial  reporting.



Date:  May 12, 2006



By:  /s/ Ron Schmitz

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

Ron Schmitz

Chief Executive Officer



















EXHIBIT 31.2



CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Ron Schmitz, certify that:



1.  I have reviewed this Quarterly Report on Form 10-QSB of KNIGHTSBRIDGE RESOURCES INC.;



2.   Based on my knowledge, this report does not contain any untrue

statement  of  a  material  fact  or  omit  to  state  a material fact

necessary to make the statements made, in light of the circumstances

under which such statements were made, not misleading with respect to

the period covered by this report;



3.   Based on my knowledge, the financial statements, and other financial

information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows

of the small business issuer as of, and for, the periods presented in

this report;



4.   As the small business issuers sole certifying officer, I am

responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))

for the small business issuer and have:



a)   Designed such disclosure controls and procedures, or caused such

disclosure controls and procedures to be designed under my

supervision, to ensure that material information relating to the

small business issuer, including its consolidated subsidiaries,

is made known to me by others within those entities, particularly

during the period in which this report is being prepared;



b)   Paragraph omitted in accordance with SEC transition instructions

contained in SEC Release No. 33-8238, and an extension of the

compliance date in accordance with SEC Release No. 33-8545;



c)   Evaluated the effectiveness of the small business issuers

disclosure controls and procedures and presented in this report

my conclusions about the effectiveness of the disclosure

controls and procedures, as of the end of the period covered by

this report based on such evaluation; and



d)   Disclosed in this report any change in the small business

issuers internal control over financial reporting that occurred

during the small business issuers most recent fiscal quarter

that has materially affected, or is reasonably likely to

materially affect, the small business issuer's internal control

over financial reporting; and





5.   As the small business issuers sole certifying officer, I have

disclosed, based on my most recent evaluation of internal control

over financial reporting, to the small business issuer's auditors and

the audit committee of the small business issuer's board of directors

(or persons performing the equivalent functions):



a)   All significant deficiencies and material weaknesses in the

design or operation of internal control over financial reporting

which  are  reasonably  likely  to  adversely  affect  the  small

business issuers ability to record, process, summarize and

report financial information; and



b)   Any fraud, whether or not material, that involves management or

other employees who have a significant role in the small business

issuers internal control over financial reporting.



Date: May 12, 2006



By:  /s/ Ron Schmitz

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

Ron Schmitz

Chief Financial Officer

















Exhibit 32.1



CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Ron Schmitz, certify, pursuant to 18 U.S.C. Section 1350, as adopted

pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report  of  KNIGHTSBRIDGE RESOURCES INC. on Form  10-QSB for the quarterly  period ended March 31, 2006, fully complies with the requirements of  Section  13(a)  or  15(d)  of  the  Securities Exchange Act of 1934 and that information  contained  in  such  Form  10-QSB  fairly  presents in all material respects  the  financial  condition and results of operations of KNIGHTSBRIDGE RESOURCES INC.



Date:  May 12, 2006



By:/s/  Ron Schmitz

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

Ron Schmitz

Chief  Executive  Officer











Exhibit 32.2



CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Ron Schmitz ,  certify,  pursuant to 18 U.S.C. Section 1350, as adopted

pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report  of  KNIGHTSBRIDGE RESOURCES INC. on Form  10-QSB for the quarterly  period ended March 31, 2006, fully complies with the requirements of Section  13(a)  or  15(d)  of  the  Securities Exchange Act of 1934 and that information  contained  in  such  Form  10-QSB  fairly  presents in all material respects  the  financial  condition and results of operations of KNIGHTSBRIDGE RESOURCES INC.



Date:  May 12, 2006



By:/s/  Ron Schmitz

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

Ron Schmitz

Chief  Financial  Officer