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

FORM 10-KSB
(Amendment No. 1)



|ý | Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended May 31, 2005                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|q | Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________ to ________________
|  | Commission file number 000-50907                                                                                                                      

DOUGLAS LAKE MINERALS INC.



|Nevada 
(State of Incorporation)                                                                                                                                                                                      | 98-0430222
(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|Suite 520 - 470 Granville Street, Vancouver, British Columbia, Canada V6C 1V5
Telephone No.: (604) 780-7659(Address and telephone number of Registrant's principal
executive offices and principal place of business)
|Securities registered pursuant to Section 12(b) of the Exchange Act:                                                                                                                                                  | None                                           
|Securities registered pursuant to Section 12(g) of the Exchange Act:                                                                                                                                                  | Common Stock
(Title of Class)                  

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 ý
    No q

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the 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.   q

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

Explanatory Note

The registrant hereby files Amendment No. 1 to amend the indication that the registration falls within the definition of "shell company" as defined in Rule 12b-2 of the Exchange Act.  Management does not believe the registrant is a shell company because it believes it is inaccurate to say it does not have any or only has nominal operations and it does not have any or a nominal amount of assets.  However, to error on the side of caution, given the lack of guidelines from the SEC as to how to apply the "no or nominal operations" test and the "no or nominal assets" test to a junior mining exploration company's facts, and in the absence of any precedents dealing with facts similar to those of the registrant, the registrant will indicate that it is a shell company.

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This amendment has no impact on the financial statements of the registrant for the fiscal year ended May 31, 2005.  Besides the said disclosures, no other changes have been made to the Form 10-KSB for the fiscal year ended May 31, 2005.



SIGNATURES

In accordance with Section 13 or 15 (d) 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.

|                        | Douglas Lake Minerals Inc.                                                      
|----------------------- | --------------------------------------------------------------------------------
|Date:  January 18, 2006 | By:   /s/ Laurence Stephenson       	Laurence Stephenson, President and Director



In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.

|Signatures                                     | Title                                                | Date            
|---------------------------------------------- | ---------------------------------------------------- | ----------------
|/s/ Laurence StephensonLaurence Stephenson     | President (Principal Executive Officer) and Director | January 18, 2006
|/s/ Steven JohnstonSteven Johnston             | Treasurer, Secretary and Director                    | January 18, 2006
|/s/ Gurpreet Singh SanghaGurpreet Singh Sangha | Chief Financial Officer                              | January 17, 2006