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

FORM 10-KSB
(Amendment No. 2)



|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. 2 to remove risk factor number 2 on page 11 of the Form 10-KSB for the fiscal year ended May 31, 2005 filed on September 13, 2005.  This risk stated that:

"2.  We may have to refund part or all of the money we raised in May 2005

In May 2005, we raised $396,700 from 38 subscribers for 1,322,332 shares of common stock at $0.30 per share.  We are waiting for the proper paperwork to be completed by some of the subscribers and have not issued the shares yet.  If we don't receive the proper paperwork or if the subscribers ask for a refund of their money before we issue the shares to the subscribers, we may have to refund up to $396,700 to the subscribers.  If we don't have sufficient cash to refund the money at that time, we will have to obtain additional financing, otherwise we will not be able to continue our operations."

The subscription agreements signed by the subscribers are irrevocable, and the subscribers do not have a right to ask for a refund of their money.  Therefore, we have removed this risk from our Form 10-KSB.

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.

Our section Risk Factor of Item 1 of Part I of our Form 10-KSB, as amended, is set out below.

PART I

Item 1. Business

Risk Factors

Please consider the following risk factors before deciding to invest in our common stock.

Risks Associated with our Company:

1.  We are a recently organized business and you cannot evaluate the investment merits of our Company because we have no operating history.

Our Company is only recently organized with no operating history which makes it difficult to evaluate the investment merits of our Company.  Our Company was recently organized on January 5, 2004 and is a start-up company. We have no operating history and we do not have any business prior to our organization.  As of May 31, 2005, we incurred losses since inception of $466,964.

3.  We may not be able to continue as a going concern if we do not obtain additional financing.

Because of our lack of funds and short operating history incurring only expenses, our independent accountants' audit report states that there is substantial doubt about our ability to continue as a going concern. Our independent auditor pointed out that we incurred only losses since our inception raising substantial doubt about our ability to continue as a going concern.  Therefore, our ability to continue as a going concernis highly dependent upon obtaining additional financing for our planned operations.

4.  If we do not obtain additional financing, our business will fail because we cannot fund our planned exploration program.

In order for us to perform any further exploration or extensive testing past Phase II of our exploration program, we will need to obtain additional financing.  As of May 31, 2005, we had cash in the amount of $201,600.  We currently do not have any operations and we have no income.  Our business plan calls for incurring additional expenses in connection with the mapping program of our mineral claims, and to conduct due diligence on the Tanzanian properties we propose to acquire.  If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place the PAC claims into commercial production.  We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market price for base and precious metals and the cost of exploring for these minerals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

5.  Because our Officers and Directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Mr. Stephenson presently spends approximately 20% of his business time on business management services for our Company and Mr. Johnston plans to spend 5% of his time on the affairs of Douglas Lake.  While Messrs. Stephenson and Johnston presently possess adequate time to attend to our interests, it is possible that future demands on them from their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business.  In addition, Messrs. Stephenson and Johnston may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.  Competing demands on their business time may cause them to have differing interest in approving significant corporate transactions from those of other stockholders.

6.  Our directors and officers shall be indemnified for any monies they pay in settlement of actions performed while a director or officer. This may hurt our profitability.

Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide for indemnification of our officers and directors in certain situations where they might otherwise personally incur liability, judgments, penalties, fines and expenses in connection with a proceeding or lawsuit to which they might become parties because of their position with the Company.  We have authorized the indemnification of our officer and director to the full extent available under the Nevada Revised Statutes.

7.  We have no known mineral resources and if we cannot find any mineral resources we may have to cease operations.

We have no measured mineral bodies.  If we do not find a mineral body or bodies containing valuable minerals or metals or if we cannot conduct further exploration of any discovered minerals, either because we do not have money to do it or because it is not economically feasible to do it, we may have to cease operations and you will loose your investment.

8.  If we are unable to extend the expiration date for our mineral claim, we will lose our mineral interest.

The PAC claims expire on November 5, 2005.  If we are unable to extend the expiration date, we will lose our mineral claim.  In order to renew our mineral claim and keep it in good standing, we have to pay approximately US$3,200 (Cad$4,400) to the Mineral Titles Branch or instead, complete and file an assessment report detailing the equivalent of US$3,200 in work on the claim for each year prior to the expiry date.  After November 5, 2005, we are required to complete work in the amount of approximately US$6,400 (Cad$8,800) each year on the PAC claims. Under the Property Acquisition Agreement, Nicholson & Associates Natural Resources Inc. is obligated to keep the PAC claims in good standing until April 11, 2006. If Nicholson does not pay the annual filing fees and keep the property in good standing, we may lose the property if we do not pay the filing fees ourselves.

9.  Title to our mineral property is registered in the name of our President and he may transfer title to third parties without our knowledge.

Under British Columbia mining law, a foreign corporation cannot hold a British Columbia mining claim.  To avoid the costs of creating a British Columbia wholly-owned subsidiary to hold title, we decided to register the property in the name of our President.  Our President may convey title to the PAC claims to third parties without our knowledge and if the Deed of Transfer is recorded before we can register our documents, that third party will have superior title and we will have no title interest.  If this occurs, we will lose our only asset and we will not be able to execute our business plan.  Our only remedy would be to seek damages from our President for breach of fiduciary duty and be compensated with monetary damages.

10.  If we do not pay advance royalties to the vendor of the PAC claims, we will lose our mineral property.

Under the Property Acquisition Agreement, we are required to pay Nicholson US$25,000 per year as advance royalties commencing April 11, 2007.  If we fail to pay these advance royalties by April 11, 2007, we will have to transfer ownership of the PAC claims back to Nicholson.  If we are required to do this, we will lose our only assets.

11.  As we will be subject to compliance with government regulation which may change, the anticipated costs of our exploration program may increase.

There are several governmental regulations that materially restrict mineral exploration or exploitation. We will be subject to the Mining Act of British Columbia as we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

12.  As the Province of British Columbia owns the land covered by our mineral claims and native land claims might affect our title to the mineral claims or to British Columbia's title to the property, our business plan may fail.

We are unaware of any outstanding native land claims on the PAC claims. However, it is possible that a native land claim could be made in the future. The federal and provincial government policy at this time is to consult with all potentially affected native bands and other stakeholders in the area of any potential mining. Should we encounter a situation where a native person or group claims an interest in our claims, we may be able to provide compensation to the affected party in order to continue with our exploration work, or if such an option is not available, we may have to relinquish our interest in these claims. In either case, the costs and/or losses could be greater than our financial capacity and our business would fail.



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 26, 2006 | By:   Gurpreet Singh Sangha        Gurpreet Singh Sangha, Chief Financial Officer