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

                                   FORM 10-QSB

(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

               For the quarterly period ended June 30, 2006

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT

                   For the transition period from           to
                                                 -----------  ----------

                      Commission file number 000-51594


                             KONIGSBERG CORPORATION
                             ----------------------
        (Exact name of small business issuer as specified in its charter)


            Nevada                                    98-0455906
            ------                                    ----------
  (State or other jurisdiction of          (IRS Employer Identification No.)
   incorporation or organization)

               90 Reynolds St., Oakville, Ontario, Canada L6J 3K2
               --------------------------------------------------
                    (Address of principal executive offices)

                                 (905) 330-1189
                                 --------------
                         (Registrant's telephone number)

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

As  of  August  10,  2006,  78,731,334 shares of Common Stock of the issuer were
outstanding  ("Common  Stock").

Traditional  Small  Business  Disclosure  Format.

               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].

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS


The accompanying unaudited financial statements have been prepared in accordance
with  the  instructions  to  Form 10-QSB and Item 310(b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation  of  financial  position,  results  of  operations, cash flows, and
stockholders'  equity  in  conformity  with  generally  accepted  accounting
principles.  In  the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and  all  such  adjustments  are  of  a normal recurring nature.
Operating  results  for the three months ended June 30, 2006 are not necessarily
indicative  of  the  results  that can be expected for the year ending March 31,
2007.

     As  used  in  this  Quarterly  Report,  the  terms  "we",  "us", "our", and
"Konigsberg"  mean  Konigsberg  Corporation and its subsidiary, unless otherwise
indicated.  All  dollar  amounts  in  this  Quarterly Report are in U.S. dollars
unless  otherwise  stated.












<PAGE>











                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                 FIRST QUARTER CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2006
                                  (UNAUDITED)
                            (STATED IN U.S. DOLLARS)
















<PAGE>

<TABLE>
<CAPTION>


                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

                                                                      JUNE 30     MARCH 31
                                                                        2006        2006
                                                                     ---------    --------
<S>                                                                      <C>         <C>

ASSETS

CURRENT
         Cash                                                        $   5,410    $ 26,793
         Prepaid expenses                                                    -         245
                                                                         5,410      27,038
                                                                     =========    ========

LIABILITIES

CURRENT
   Accounts payable and accrued liabilities                          $  36,526    $  6,632
                                                                     ---------    --------
STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL
   Authorized:
      400,000,000 common voting shares with a par value of
       $0.001 per share
      100,000,000 preferred shares with a par value of
       $0.001 per share

    Issued and outstanding:
      78,731,334 common shares at June 30, 2006
       and 77,600,000 common shares at March 31, 2006                   78,731      77,600

ADDITIONAL PAID-IN CAPITAL                                             904,069      26,400

STOCK SUBSCRIPTIONS RECEIVABLE                                        (268,800)          -

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE                      (745,116)    (83,594)
                                                                     ---------    --------
                                                                       (31,116)     20,406
                                                                     ---------    --------

                                                                     $   5,410    $ 27,038
                                                                     =========    ========

</TABLE>



    The accompanying notes are an integral part of these consolidated financial
                                   statements.


<PAGE>

<TABLE>
<CAPTION>


                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

                                                                                  PERIOD FROM
                                                        THREE           THREE      INCEPTION
                                                        MONTHS         MONTHS      NOVEMBER 3
                                                        ENDED           ENDED       2004 TO
                                                       JUNE 30         JUNE 30      JUNE 30
                                                         2006           2005         2006
                                                      ----------     ----------   ----------
<S>                                                       <C>           <C>           <C>

REVENUE                                               $        -     $        -   $        -
                                                      ----------     ----------   ----------
EXPENSES
    Consulting fees                                        9,778              -        9,778
    Mineral property acquisition costs and
     exploration expense                                 600,000          2,000      614,789
    Write down of mineral property interest                    -              -        3,500
    Office and sundry                                      9,531          1,079       19,498
    Professional fees                                     42,266         10,876       98,431
    Gain on foreign exchange                                 (53)           (49)        (880)
                                                      ----------     ----------   ----------
                                                         661,522         13,906      745,116
                                                      ----------     ----------   ----------

NET LOSS FOR THE PERIOD                               $ (661,522)    $  (13,906)  $ (745,116)
                                                      ==========     ==========   ==========

BASIC AND DILUTED LOSS PER SHARE                      $    (0.01)    $    (0.00)
                                                      ==========     ==========

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                78,015,568     77,257,143
                                                      ==========     ==========

</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.

<PAGE>

<TABLE>
<CAPTION>



                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

                                                                                          PERIOD FROM
                                                                 THREE         THREE       INCEPTION
                                                                MONTHS        MONTHS       NOVEMBER 3
                                                                 ENDED         ENDED        2004 TO
                                                                JUNE 30       JUNE 30       JUNE 30
                                                                 2006          2005          2006
<S>                                                              <C>            <C>           <C>

CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
    Net loss for the period                                  $(661,522)      $(13,906)    $(745,116)

    Item not involving cash:
       Share capital issued for property acquisition           500,000              -       500,000

    Changes in non-cash working capital items:
        Write down of mineral property interest                      -              -         3,500
         Prepaid expenses                                          245           (758)            -
         Accounts payable and accrued liabilities               29,894          1,056        36,526
                                                             ---------       --------     ---------
                                                              (131,383)       (13,608)     (205,090)

FINANCING ACTIVITY
    Share capital issued for cash                              110,000          6,000       214,000

INVESTING ACTIVITY
    Additions to mineral property interest                           -              -        (3,500)
                                                             ---------       --------     ---------
INCREASE (DECREASE) IN CASH                                    (21,383)        (7,608)        5,410

CASH, BEGINNING OF PERIOD                                       26,793         84,893             -
                                                             ---------       --------     ---------
CASH, END OF PERIOD                                          $   5,410       $ 77,285     $   5,410
                                                             =========       ========     =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR:

Interest                                                     $       -       $      -     $       -

Income taxes                                                 $       -       $      -     $       -
                                                             =========       ========     =========

</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


<PAGE>

<TABLE>
<CAPTION>


KONIGSBERG CORPORATION
(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

PERIOD FROM NOVEMBER 3, 2004 (INCEPTION) TO JUNE 30, 2006
(UNAUDITED)
(STATED IN U.S. DOLLARS)
                                                                                            DEFICIT
                                                 COMMON STOCK                             ACCUMULATED
                                                            ADDITIONAL        STOCK        DURING THE
                                                             PAID-IN     SUBSCRIPTIONS    EXPLORATION
                                     SHARES      AMOUNT      CAPITAL       RECEIVABLE        STAGE        TOTAL
<S>                                   <C>          <C>         <C>            <C>             <C>          <C>
Balance, November 3, 2004
  (Date of inception)                     -    $        -    $      -    $         -      $         -    $      -
Shares issued for cash
   November 3, 2004 at
    $0.00025                     40,000,000        40,000     (30,000)             -                -      10,000
   February 28, 2005 at
    $0.0025                      35,200,000        35,200      52,800              -                -      88,000
Net loss for the period                   -             -           -              -          (11,314)    (11,314)
Balance, March 31, 2005          75,200,000        75,200      22,800              -          (11,314)     86,686
                                 ----------    ----------    --------    -----------      -----------    --------

Shares issued for cash:
   April 14, 2005 at
    $0.0025                       2,400,000         2,400       3,600              -                -       6,000
Net loss for the year                     -             -           -              -          (72,280)    (72,280)
Balance, March 31, 2006          77,600,000        77,600      26,400              -          (83,594)     20,406
                                ----------     ----------   ---------    -----------      -----------    --------

Shares issued for cash:
   April 21, 2006
    at $0.60                        100,000           100      59,900              -                -      60,000
   April 28, 2006
    at $0.60                         83,334            83      49,917              -                -      50,000
Shares issued for property:
   May 11, 2006
    at $1.00                        500,000           500     499,500              -                -     500,000
Shares subscribed for cash:
   June 7, 2006
    at $0.60                         21,000            21      12,579        (12,600)               -           -
   June 22, 2006
    at $0.60                         10,000            10       5,990         (6,000)               -           -
   June 30, 2006
    at $0.60                        417,000           417     249,783       (250,200)               -           -

Net loss for the period                   -             -           -              -         (661,522)   (661,522)
Balance, June 30, 2006           78,731,334    $   78,731    $904,069    $  (268,800)     $  (745,116)   $(31,116)
                                 ----------    ----------    --------    -----------      -----------    --------
</TABLE>



    The accompanying notes are an integral part of these consolidated financial
                                   statements.


<PAGE>





                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2006
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

1.  BASIS OF PRESENTATION


     The  unaudited  consolidated  financial  information  furnished  herein
     reflects all adjustments which, in the opinion of management, are necessary
     to  fairly  state  the  Company's  consolidated  financial position and the
     results  of  its  operations for the periods presented. These first quarter
     consolidated  financial  statements  should be read in conjunction with the
     Company's  consolidated  financial statements and notes thereto included in
     the  Company's  Form  10-KSB  for the fiscal year ended March 31, 2006. The
     Company  assumes  that  the  users  of  the  interim consolidated financial
     information  herein  have read, or have access to, the audited consolidated
     financial  statements  for the preceding fiscal year, and that the adequacy
     of  additional  disclosure needed for a fair presentation may be determined
     in  that  context.  Accordingly,  footnote  disclosure,  which  would
     substantially  duplicate  the  disclosure  contained  in the Company's Form
     10-KSB  for  the  fiscal  year  ended March 31, 2006, has been omitted. The
     results  of  operations  for the three month period ended June 30, 2006 are
     not  necessarily indicative of results for the entire year ending March 31,
     2007.


2.  NATURE AND CONTINUANCE OF OPERATIONS


     The  Company  was  incorporated  in  the  State  of  Nevada  on November 3,
     2004.  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 Nanaimo Mining Division, British Columbia,
     Canada,  and has not yet determined whether this property contains reserves
     that  are  economically  recoverable.  The  recoverability  of  property
     expenditures  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  upon  future profitable production or proceeds for the sale
     thereof.


     These  consolidated  financial  statements  have  been  prepared on a going
     concern basis. The Company has incurred losses since inception resulting in
     an  accumulated  deficit of $745,116 since inception and further losses are
     anticipated  in  the  development of its business raising substantial doubt
     about  the Company's ability to continue as a going concern. Its ability to
     continue as a going concern is dependent upon the ability of the Company to
     generate profitable operations in the future 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 plans to seek
     additional  capital  through a private placement and public offering of its
     common  stock.  The  consolidated  financial  statements do not include any
     adjustments  relating  to the recoverability and classification of recorded
     assets,  or  the amounts of and classification of liabilities that might be
     necessary  in  the  event  the  Company  cannot  continue  in  existence.

<PAGE>

                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2006
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     The  consolidated  financial  statements  of  the  Company  have  been
     prepared in accordance with generally accepted accounting principles in the
     United  States  of  America. Because a precise determination of many assets
     and  liabilities  is  dependent  upon  future  events,  the  preparation of
     financial statements for a period necessarily involves the use of estimates
     which  have  been made using careful judgment. Actual results may vary from
     these  estimates.


     The  consolidated  financial  statements  have,  in  management's  opinion,
     been  properly  prepared within reasonable limits of materiality and within
     the  framework  of  the  significant  accounting policies summarized below:


     a)   Consolidation


          These  consolidated  financial  statements  include  the  accounts  of
          the  Company  and  its  wholly  owned  British  Columbia  subsidiary,
          Konigsberg Explorations Inc. All significant intercompany transactions
          have  been  eliminated.


     b)   Mineral  Property  Acquisition  Payments  and  Exploration  Costs


          The  Company  expenses  all  costs  incurred  on mineral properties to
          which  it has secured exploration rights prior to the establishment of
          proven and probable reserves. If and when proven and probable reserves
          are  determined  for  a property and a feasibility study prepared with
          respect  to  the property, then subsequent exploration and development
          costs  of  the  property  will  be  capitalized.


          The  Company  regularly  performs  evaluations  of  any  investment in
          mineral  properties  to  assess the recoverability and/or the residual
          value  of  its  investments in these assets. All long-lived assets are
          reviewed  for impairment whenever events or circumstances change which
          indicate  the  carrying  amount  of  an  asset may not be recoverable.
          During the year ended March 31, 2005, the Company recorded impairments
          of  $3,500  of  its  mineral  properties.


          Exploration Expenditures


          The  Company  follows  a  policy  of  expensing  exploration
          expenditures until a production decision in respect of the project and
          the  Company  is  reasonably  assured  that it will receive regulatory
          approval to permit mining operations, which may include the receipt of
          a  legally  binding  project  approval  certificate.

<PAGE>

                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2006
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     b)   Mineral  Property  Acquisition  Payments  and  Exploration  Costs
          (Continued)


          Exploration Expenditures (Continued)


          Management  periodically  reviews  the  carrying  value  of  its
          investments  in  mineral  leases and claims with internal and external
          mining  related professionals. A decision to abandon, reduce or expand
          a  specific  project  is based upon many factors including general and
          specific  assessments  of mineral deposits, anticipated future mineral
          prices,  anticipated  future  costs  of  exploring,  developing  and
          operating  a production mine, the expiration term and ongoing expenses
          of  maintaining mineral properties and the general likelihood that the
          Company  will  continue  exploration on such project. The Company does
          not  set  a pre-determined holding period for properties with unproven
          deposits,  however,  properties  which  have not demonstrated suitable
          metal concentrations at the conclusion of each phase of an exploration
          program  are  re-evaluated  to  determine  if  future  exploration  is
          warranted,  whether  there  has  been any impairment in value and that
          their  carrying  values  are  appropriate.


          If  an  area  of  interest  is  abandoned or it is determined that its
          carrying  value  cannot be supported by future production or sale, the
          related  costs  are  charged  against  operations  in  the  year  of
          abandonment or determination of value. The amounts recorded as mineral
          leases  and  claims  represent  costs  to  date and do not necessarily
          reflect  present  or  future  values.


          The  Company's  exploration  activities  and  proposed  mine
          development  are subject to various laws and regulations governing the
          protection  of  the  environment. These laws are continually changing,
          generally becoming more restrictive. The Company has made, and expects
          to  make  in  the  future,  expenditures  to comply with such laws and
          regulations.


          The  accumulated  costs  of  properties  that  are  developed  on  the
          stage of commercial production will be amortized to operations through
          unit-of-production  depletion.


     c)   Use  of  Estimates  and  Assumptions


          The  preparation  of  financial  statements  in conformity with United
          States 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.

<PAGE>

                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2006
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

4.   MINERAL PROPERTIES

     a)   Nanaimo  Properties

          Pursuant  to  a  mineral  property  agreement  dated November 3, 2004,
          the  Company  purchased  a 100% undivided right, title and interest in
          four  mineral  claims  in an area known as the Nanaimo Lakes claims in
          the  Nanaimo  Mining  Division for a cash payment of US$3,500 (paid on
          November  4,  2004).

          On  November  29,  2005,  two  of the Company's four mineral claims in
          the  Nanaimo Lakes Mining District were forfeit. The Company no longer
          holds  title  to  these  claims  as  of  the  forfeiture  date.

          The  remaining  two  claims  expire  on November 18, 2006 and December
          10,  2006,  respectively.

b)   Yoquivo Properties
          On  May  31,  2006,  the  Company  entered  into  an  option agreement
          with  Sydney  Resource Corporation ("Sydney"), whereby the Company was
          granted  an  option  to acquire up to a 75% undivided right, title and
          interest  in and to a series of six mineral concessions located in the
          State  of Sonora, Mexico, and collectively referred to as the "Yoquivo
          Property".  Pursuant  to  the  agreement, the Company can exercise its
          option  to  acquire  an  initial  50% interest ("the first option") by
          completing  the  following:

          i)   Making  a  cash  payment  to  Sydney  in  the  amount  of $25,000
               within  5  days  upon  signing  the  letter  of  intent  (paid);

          ii)  Making  an  additional  cash  payment  to Sydney in the amount of
               $75,000  within 30 days upon signing the letter of intent (paid);

          iii) Making  an  additional  cash  payment  to Sydney in the amount of
               $100,000  within  90  days upon signing the definitive agreement.

          iv)  Issuing 500,000 shares of the Company's common stock to
               Sydney within 30 days upon the signing of the letter of intent
               (issued);

          v)   Issuing  an  additional  500,000  shares  of the Company's common
               stock  to  Sydney within 12 months upon the signing of the letter
               of  intent;

          vi)  Incurring  $250,000  in  cumulative  exploration  expenditures on
               the  Property  within  6  months  of  the  date of the agreement;

          vii) Incurring  an  additional  $350,000  in  cumulative  exploration
               expenditures on the Yoquivo Property within 12 months of the date
               of  the  agreement;

          viii) Incurring  an  additional  $400,000  in  cumulative  exploration
               expenditures on the Yoquivo Property within 24 months of the date
               of  the  agreement.

<PAGE>

                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2006
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


4.   MINERAL PROPERTIES  (Continued)
     b)   Yoquivo  Properties  (Continued)  Upon  the  Company  successfully
          exercising the first option, the Company will then be granted a second
          option  ("the second option") to acquire an additional 25% interest in
          the  Yoquivo  Property  by  completing  the  following:

          i)   Within  60  days  of  having  acquired  the initial 50% interest,
               making  a  cash  payment  in  favour  of  Sydney  of  $250,000;

          ii)  Within  60  days  of  having  acquired  the initial 50% interest,
               issuing a total of 1,000,000 shares of the Company's common stock
               to  Sydney;

          iii) Within  24  months  of  having  acquired  the  initial  50%
               interest,  incurring  an  additional  $1,500,000  in  exploration
               expenditures  on  the  Yoquivo  Property.

          Should  the  Company  successfully  exercise  the  second  option  to
          acquire  the additional 25% in the Yoquivo Property, Sydney shall have
          a  one-time  right,  exercisable  within 90 days of the Company having
          vested  at 75%, to back into a 50% interest in the Yoquivo Property by
          making  a single cash payment to the Company. The cash payment will be
          equal  to  the  greater  of:

          i)   Two times  the  Company's  cumulative  exploration  expenditures
               incurred  under  the  terms  of  the  second option, exclusive of
               acquisition  payments;  and

          ii)  Should  the  value  of  the  Company's  shares  issued  under the
               terms  of  the  second  option  exceed  $1,500,000 on the date of
               exercise of the back in right, a total of two times the Company's
               cumulative  exploration  expenditures incurred under the terms of
               the  second  option,  exclusive  of  acquisition  payments,  plus
               one-half  of  the  amount  by which the value attributable to the
               Company's  shares  exceed  $1,500,000.

          The  Company  shall  have  the  additional right, exercisable within 7
          days of receipt of notice of Sydney's decision to exercise its back in
          right,  to extinguish said right through the issuance of an additional
          1,000,000  shares  of  its  common  stock  in  Sydney's  favour.

<PAGE>

                             KONIGSBERG CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2006
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


5.   SHARE CAPITAL


     On  April  21,  2006,  the  Company  received  $60,000  for  100,000 common
     shares  at  $0.60  per  share.


     On  April  25,  2006,  the  Company  consummated a 4:1 forward stock split.
     This  increased  the  shares  outstanding  at  that date from 19,400,000 to
     77,600,000. In conjunction with this split, the number of authorized shares
     was  amended  to  allow  the  issue of 400,000,000 shares as opposed to the
     100,000,000  originally  authorized.  All  share amounts have been adjusted
     retroactively  to  reflect  this  forward  stock  split.


     On  April  28,  2006,  the  Company  received  $50,000  for  83,334  common
     shares  at  $0.60  per  share.


     On  May  11,  2006,  the  Company  issued 500,000 common shares at $1.00 as
     mandated  by  the  option  agreement  with the optioner for deemed value of
     $500,000.


     On  June  7,  2006,  the  Company accepted a subscription for 21,000 common
     shares  at  $0.60. Cash proceeds of $12,600 were received on July 21, 2006.


     On  June  22,  2006,  the  Company  accepted  a  subscription  for  10,000
     common  shares  at $0.60. Cash proceeds of $6,000 were received on July 21,
     2006.


     On  June  30,  2006,  the  Company  accepted  a  subscription  for  417,000
     common  shares at $0.60. Cash proceeds of $250,200 were received on July 7,
     2006.



6.   COMMITMENTS AND CONTRACTUAL OBLIGATIONS

     The  Company  has  no  significant  commitments  or contractual obligations
     with any parties respecting executive compensation, consulting arrangements
     or  other  matters.


<PAGE>

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"),
CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM
ACT  OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL,
OF  SUCH  FORWARD-LOOKING  STATEMENTS  CAN  BE  IDENTIFIED  BY  THE  USE  OF
FORWARD-LOOKING  TERMINOLOGY  SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR
"ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.
SUCH  FORWARD-LOOKING  STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND  OTHER  FACTORS  WHICH  MAY  CAUSE  THE  ACTUAL  RESULTS,  PERFORMANCE  OR
ACHIEVEMENTS  OF KONIGSBERG CORPORATION ("KONIGSBERG", "THE COMPANY", "WE", "US"
OR  "OUR")  TO  BE  MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES
IN  THIS  FORM  10-QSB,  UNLESS  ANOTHER  DATE  IS STATED, ARE TO JUNE 30, 2006.

BUSINESS  HISTORY

We  were  incorporated in Nevada on November 3, 2004, as Konigsberg Corporation.
On  April 12, 2006, our Board of Directors approved a 4:1 forward stock split to
shareholders  of  record  as  of April 25, 2006 (the "Forward Stock Split"). The
Forward  Stock  Split affected our issued and outstanding shares, as well as our
authorized  shares  of  common  stock,  and as a result, after the Forward Stock
Split,  we had 400,000,000 shares of common stock authorized with a par value of
$0.001  per  share.

On  April  17, 2006, we filed a Certificate of Change Pursuant to Nevada Revised
Statutes  78.209  ("Certificate")  to  our  Articles  of  Incorporation with the
Secretary of State of Nevada, which became effective April 25, 2006, to affect a
the Forward Stock Split. Subsequent to the filing of the Certificate, we filed a
Certificate  of Correction ("Correction") with the Secretary of State of Nevada,
to  correct  the  Certificate,  which  Correction clarified that our 100,000,000
shares of authorized preferred stock, $0.001 par value, were not affected by the
forward  stock  split.

<PAGE>

As a result of the filing of the Certificate and Correction thereto, we now have
400,000,000 shares of common stock authorized, $0.001 par value, and 100,000,000
shares  of  preferred  stock  authorized,  $0.001  par  value  per share. Unless
otherwise  stated,  all  share amounts used in this 10-QSB are reflected in post
Forward  Stock  Split  amounts.

STOCK  PURCHASE  AGREEMENT

On  March  27,  2006,  our then Chief Executive Officer and Sole Director, Susan
Downing, entered into a Stock Purchase Agreement (the "Purchase Agreement") with
Adam Cegielski, who up until that time had not been affiliated with us. Pursuant
to  the  Purchase  Agreement, Mr. Cegielski purchased forty million (40,000,000)
shares  of  our  common  stock  from  Ms. Downing for aggregate consideration of
$30,000.  The  Purchase  Agreement  closed  on  March  27, 2006 (the "Closing").

As  a result of the Closing, Mr. Cegielski obtained majority voting control over
the  Company,  as  the 40,000,000 shares which he purchased constituted 51.5% of
the  Company's  outstanding shares of common stock based on 77,600,000 shares of
common  stock  outstanding  as  of  March  27,  2006  (the "Change in Control").

In  connection  with  the  Change  of Control of the Company, the Company's then
Chief  Executive Officer, President, Principal Accounting Officer, Treasurer and
Secretary,  Susan  Downing,  resigned  on  March 27, 2006, and Mr. Cegielski was
appointed  as  the  Company's  Chief  Executive  Officer,  President,  Principal
Accounting  Officer,  Treasurer  and  Secretary.

Additionally,  on  March  27,  2006,  Ms. Downing resigned as the Company's sole
Director  and  Mr. Cegielski was appointed as the Company's sole Director by the
Company's  majority  shareholders,  to  fill  the  vacancy left by Ms. Downing's
resignation.

BUSINESS  OPERATIONS

We  are  an exploration stage company engaged in the acquisition and exploration
of  mineral  properties.  We  acquired a 100% undivided interest in four mineral
claims  known  as the "Nanaimo Lake Claims," comprised of a four unit grid claim
block totaling 100 hectares located nine miles southeast of the town of Nanaimo,
British  Columbia  between  the  two  Nanaimo Lakes located on Vancouver Island,
British  Columbia  in  November  2004.  On  November 29, 2005, two of the claims
expired,  and  the remaining two claims expire on November 18, 2006 and December
10, 2006, respectively. Title to the mineral claims are held by our wholly owned
subsidiary,  Konigsberg  Exploration  Inc. We do not currently have any plans to
extend  these  claims, as we currently plan to focus solely on our joint venture
in  connection  with  exploration  and  development  activities  in the "Yoquivo
Property," which we have entered into an Option Agreement in connection with, as
described  below.

<PAGE>

OPTION  AGREEMENT

On  April  13,  2006,  we  entered  into  a letter of intent with a wholly owned
subsidiary  of Sydney Resource Corporation (TSXV - SYR) ("Sydney") to earn up to
a  75%  joint  venture interest in the Yoquivo Au-Ag property located in Sonora,
Mexico (the "Yoquivo Property" and the "Letter of Intent"). The Yoquivo Property
represents  approximately  7,000  acres  of  land.

On  May  31,  2006, we and Sydney entered into an Option Agreement regarding our
ability  to  earn  up  to  a  75%  interest in the joint venture interest in the
Yoquivo  Property  (the  "Option  Agreement").

Pursuant to the Option Agreement, Sydney granted us the right to earn an initial
(First  Option)  undivided  50%  interest  in  and  to the mineral rights to the
Yoquivo  Property in exchange for the following cash, share and work expenditure
considerations  to  be  delivered/met over a 24 month period from the signing of
the  letter  of  intent,  as  more  specifically  detailed  below:

     A.  Our  making,  in  favor  of  Sydney,  the  following  cash  payments
     totaling  $200,000  dollars  over  a  90  day  period:

          i)  $25,000  within  five  days  of  signing  of the Letter of Intent,
          which  we  have  paid  as  of  the  date  of  this  filing,

          ii)  an  additional  $75,000  within  30 days of signing the Letter of
          Intent,  which  we  have  paid  as  of  the  date  of this filing, and

          iii)  an  additional  $100,000  within  90  days of signing the Option
          Agreement,  which  we have not paid as of the date of this filing, but
          which  payment  we  anticipate paying prior to the end of August 2006,
          within  the  90  days  provided  by  the  Option  Agreement.

     B.  Our  issuing  1,000,000  shares  of  restricted  common  stock:

          i)  500,000  shares  of  common  stock  within  30 days of signing the
          Letter  of Intent, which we have issued as of the date of this filing,
          and

          ii)  An  additional  500,000  shares  of common stock within 12 months
          of  signing of the Letter of Intent, which shares have not been issued
          as  of  the  date  of  this  filing.

     C.  Our  completing  the  following  cumulative exploration expenditures on
     the Yoquivo Property totaling $1,000,000 over a 24 month period, including:

          i)  $250,000  in  cumulative  exploration  expenditures  within  the
          first  6  months  after  signing  the  Letter  of  Intent,

          ii)  $600,000  in  cumulative  exploration  expenditures  within  12
          months  of  signing  the  Letter  of  Intent,  and

<PAGE>

          iii)  $1,000,000  in  cumulative  exploration  expenditures  within 24
          months  of  signing  the  Letter  of  Intent.

We  have  paid  approximately  $185,000  towards exploration expenditures on the
Yoquivo  Property  as  of  the  date  of  this  filing.

The  initial  cash  payment of $100,000 and issuance of 500,000 shares of common
stock,  which  have  already  been  made,  as  well  as  the initial exploration
expenditure  of $250,000 (of which we have paid approximately $185,000 to date),
are  final  definitive commitments and are therefore non-refundable, however all
other  payments  and expenditure commitments are optional in the event we choose
not  to  move  forward  with  the  option.

Sydney  will  act as operator during the earn-in phase of the agreement and will
be  entitled  to  charge  a  management  fee  of 10% on all property exploration
expenditures and related head office overhead. A management committee consisting
of  two  representatives  of  each  company  will  be  formed  subsequent to the
company's  entry  into  the  Option  Agreement.  As  operator,  Sydney  will  be
responsible for proposal of exploration programs to the management committee. We
as funding partner are responsible for funding, in full, any and all exploration
programs  approved by the management committee in advance of the commencement of
exploration,  as well as being responsible for making all necessary property and
tax  payments  to  keep  the  property  in  good  standing.

Sydney  agreed  to  grant us a second option (the Second Option) pursuant to the
Option  Agreement,  to earn an additional 25% interest in the joint venture (for
75% total), subject to back-in provisions in favor of Sydney as indicated below,
under  the  following  terms  and  conditions:

     A.  Within  60  days  of  having  vested  an  initial  50%  interest in the
     property,  making  a  cash  payment in favor of Sydney of $250,000 dollars,

     B.  Within  60  days  of  having  vested  an  initial  50%  interest in the
     property,  issuing  to  Sydney  an  additional 1,000,000 common shares, and

     C.  Completing  an  additional  $1,500,000  in  exploration expenditures on
     the  property within an additional 24 month period and making the necessary
     cash  payments  to  any  vendor  as  per  the  terms  and conditions of the
     underlying  agreement.

However,  should  we  successfully  exercise  the  Second Option, Sydney has the
one-time  right,  exercisable  within 90 days of us having vested all 75% of the
joint  venture, via the Second Option, to back into a 50% interest (the "Back In
Right")  in  the  property  by  making  a single cash payment to us equal to the
greater  of:

     i)  2.0  times  our  cumulative  exploration  expenditures  incurred  under
     the  terms  of  the  Second  Option,  exclusive of acquisition payments; or

<PAGE>

     ii)  should  the  value  of  our  shares  issued  under  the  terms  of the
     Second  Option exceed $1,500,000 on the date of the exercise of the Back In
     Right,  a  total  of  2.0  times  our  cumulative  exploration expenditures
     incurred  under  the  terms  of the Second Option, exclusive of acquisition
     costs,  plus  one half of the amount by which our shares exceed $1,500,000.

Finally,  we  have the additional right, exercisable within 7 days of receipt of
notice  of  Sydney's  decision  to  exercise  its  Back  In Right, to extinguish
Sydney's  Back  In Right, through the issuance of an additional 1,000,000 shares
of  our  common  stock  to  Sydney.

In  the event that we do not exercise our Second Option and/or act to extinguish
Sydney's  Back  In  Right, it is anticipated that a joint venture will be formed
between  the  parties  under  an industry standard joint venture agreement, with
each  party  owning  and paying expenses on a pro-rata basis based on their then
ownership  of  the  joint  venture.

The Option Agreement also provides that the joint venture agreement will include
a provision whereby in the event that the joint venture interest of either party
is  diluted  to a 10% working interest in accordance with the terms of the joint
venture  agreement, the diluted party shall revert to a 2.0% net smelter royalty
on the party, which is to be subject to an exclusive and irrevocable option held
by  the  non-diluted party to purchase such 2.0% net smelter royalty (i.e. 1.0%)
for  a  sum  of  $2.0  million.

DEVELOPMENT  ACTIVITIES  IN  THE  YOQUIVO  PROPERTY

We  agreed  pursuant  to the Option Agreement to expend $1,000,000 in cumulative
exploration  activities  on  the  Yoquivo Property over a twenty-four (24) month
period,  beginning  on  the date we entered into the Letter of Intent (described
above),  if  we  choose to earn the First Option, representing a 50% interest in
the  mineral  rights to the Yoquivo Property. The goals of this initial phase of
exploration  include  evaluating  the  structural  setting of minerals which are
found  in the property and to find certain drilling targets to be tested as part
of  Phase  2  of  the  exploration  program.

Phase  1  of  the exploration program on the Yoquivo Property, which was started
during  the  1st  week  of  August  2006, and which we expect to be completed by
October  2006,  is  anticipated  to  include:

     o    Detailed  structured  mapping,  to  identify  large  and  small  scale
          structural  controls,  which will include collecting additional ground
          samples. It is anticipated that this phase will take approximately six
          to  eight  weeks  to  complete  at  an  estimated  cost  of  $50,000;

     o    An Airborne  Magnetic  Survey  conducted  of  the Yoquivo Property via
          helicopter, which we hope will aid in the understanding and tracing of

<PAGE>

          the large scale structural features of the property. It is anticipated
          that  this  phase  of the program will take approximately one month to
          complete  at  an  anticipated  cost  of  $55,000.

     o    Fluid Inclusion  Studies  of  selected  samples  taken  throughout the
          mineralized  area of the Yoquivo Property, to aid in the determination
          of  the  mineral  zones  found  throughout the property. This phase of
          exploration  is anticipated to take less than one month to complete at
          an  anticipated  cost  of  $10,000.

     o    Alteration  Study  and  Aster  Satellite  Image  Analysis, intended to
          better  understand  the  mineral distribution of the Yoquivo Property,
          including  the  potential identification of more favorable exploration
          and  drilling  locations.  It  is  anticipated  that this phase of the
          program  will  take  between  six  and  eight  weeks to complete at an
          anticipated  cost  of  $15,000.

     o    Underground  Sampling,  intended  to  gain  a greater understanding of
          the  controls on and nature of the mineralization within the property.
          It  is  anticipated that this phase of the exploration program will be
          ongoing  and  will  cost  approximately  $10,000.

Assuming  the successful completion and favorable results of the items above, we
anticipate being in a position to begin drill testing on the Yoquivo Property in
or  around  October  2006.

As  of  the  filing  of this report, we have spent approximately $185,000 on the
exploration  program  on  the  Yoquivo  Property.  As  explained  above, we have
committed  to fund $250,000 in exploration costs regardless of whether we decide
to  proceed  with  the  First  Option.

COMPETITION

We  are  an  exploration  stage  company. We compete with other mineral resource
exploration  and  development companies for financing and for the acquisition of
new mineral properties. Many of the mineral resource exploration and development
companies  with  whom  we compete have greater financial and technical resources
than  us. Accordingly, these competitors may be able to spend greater amounts on
acquisitions  of  mineral  properties  of merit, on exploration of their mineral
properties and on development of their mineral properties. In addition, they may
be  able to afford greater geological expertise in the targeting and exploration
of  mineral  properties.  This  competition  could  result in competitors having
mineral  properties of greater quality and interest to prospective investors who
may  finance  additional  exploration  and  development.  This competition could
adversely  impact  on  our ability to finance further exploration and to achieve
the  financing  necessary  for  us  to  develop  our  mineral  properties.

EMPLOYEES

We  have no employees as of the date of this filing other than our sole officer.

<PAGE>

RESEARCH  AND  DEVELOPMENT  EXPENDITURES

We  have not incurred any research expenditures since our incorporation. We have
expended  $5,000 on our exploration program as of the date of this filing, which
amount  was  spent  on  our  prior Nanaimo claims, which claims we intend to let
expire.

SUBSIDIARIES

Konigsberg Explorations Inc., a British Columbia corporation, is our sole wholly
owned  subsidiary.  All  of  our  operations  are  currently  conducted  through
Konigsberg  Explorations  Inc.  All references in this Quarterly Report to "us,"
the  "Company,"  "we,"  "Konigsberg,"  or  words  of similar meeting include the
operations  of  Konigsberg  Explorations  Inc.,  unless  otherwise stated or the
context  suggests  otherwise.

PATENTS  AND  TRADEMARKS

We  do  not  own,  either  legally  or  beneficially,  any  patent or trademark.

YOQUIVO  PROPERTY

We  have  entered  into  an  Option  Agreement  with  Sydney to earn up to a 75%
interest  in  the  mineral  interests  in  the  Yoquivo  Property.

LOCATION  AND  MEANS  OF  ACCESS  TO  THE  PROPERTY:

The  Yoquivo  mining  district is located at the headwaters of the Mayo River in
the  northern  part of the Sierra Madre Occidental mountain range, approximately
30  miles  west  of San Juanito, Chihuahua, Mexico. Mining districts surrounding
the  Yoquivo  Property  include  the  mining district of Ocampo approximately 22
miles  to the northwest; the mining district of Candame a approximately 19 miles
west and the mining district of Maguarichic approximately 15 miles to the south.

The  mining  concessions  that  comprise  the  Yoquivo  Property  are located at
approximately 130 miles west south west of the city of Chihuahua, Mexico, in the
Municipality  of Ocampo, estate of Chihuahua. It is believed that mineralization
on the property, which encompasses a total of 28 square kilometers, occurs in an
area  of  approximately  4.5  square  kilometers. The property is accessible via
roads  and  a  small  scale  mill  exists  on  the  property.

DESCRIPTION  OF  THE  MINERAL  TITLES  HELD  IN  THE  YOQUIVO  PROPERTY:

The  Yoquivo  Property  is comprised of six (6) mining concessions El Dollar, La
Nina, La Restauradora, Dolores, San Francisco de Yoquivo and La Copa, which have
the  following  mining  concession  titles:

<PAGE>

                Name                Title  No.      Concession  Type
                ----                ---------      ---------------

              El  Dollar             214876         Exploitation
               La  Nina              217475         Exploration
          La  Restauradora           217476         Exploration
              Dolores                216491         Exploration
     San  Francisco  de  Yoquivo     220851         Exploration
              La  Copa               223499         Exploration


PAST  HISTORY  OF  THE  YOQUIVO  PROPERTY  (AS  FAR  AS  KNOWN):

The  San  Andres  del Rio district, presently known as the Yoquivo District, has
been  mined  since  approximately  1867.  The  Yoquivo Property was mined by the
Yoquivo  Development  Company  of New York City ("YD Company") during the period
from 1908 to 1925. The first 650 tons of ore which passed through the YD Company
plant  during  this  time  period  yielded  36  grams of gold and 4,200 grams of
silver.  High-grade  ore  from the YD Company plant averaged 1,540 grams of gold
and  224,000  grams of silver. With reserves diminishing in 1924, the YD Company
terminated  its  mine  on  the  Yoquivo  District,  on  March  15,  1925.

In  the  mid  1970's  Cia.  Minera La Rastra, S.A., drove a tunnel approximately
1,000  feet  parallel  to the caved areas on the San Francisco Vein, in order to
access  1)  exposed  vein  intersections in the interior of the mine, 2) mineral
ores;  and  3) construct drill pads for testing the San Francisco vein at depth.
After  making five unsuccessful drill holes, the company withdrew from the area.

Mead  Exploration  Co.  of El Paso, Texas ("Mead"), leased the property in 1976,
and  began  production from narrow high-grade stringers, which paid the costs of
exploration.  Mead terminated activities when development work failed to produce
large  quantities  of  high-grade  ore.

PRESENT  CONDITION  OF  PROPERTY:

Regional  geology, reported by the Council of Mineral Resources in 2000, "Letter
Geologico-Minera  Tecoripa  H12-12, Scale 1:250,000" for the area of the Yoquivo
project,  consists of andesites and andesitic tufas of Eoceno-Oligoceno age that
are  covered  in  by ryolitic and ryolite tufas with Oligocene, corresponding to
the Inferior and Superior Volcanic Group of the Sierra Madre Occidental mountain
range.

Precious  metal  mineralization  is  limited to the Lower Volcanic Series in the
Yoquivo  district.

The  San  Francisco  vein  system  extends  over  1,500  feet  northwest  in the
south-central  portion  of the claim region, and consists of an underground test
of a small region. The same vein trend is found approximately 1,500 feet further
northeast  where  minor  development  was  undertaken.

The  Pertenencia  vein  lies  2,000 feet east from the San Francisco vein. It is
semi-parallel to it, and was historically the second largest producer of mineral
ore.

<PAGE>

The  main  San  Francisco vein is a fault zone varying from 3 feet to 30 feet in
width,  with  an average width of 10 feet. Pre- and post-mineralization faulting
is  evident,  and  the  fault  is oxidized and contains breccia, rock flour, and
calcite  veins,  which  form  low-grade  ore.

Three  distinct types of mineralization are present in the Yoquivo district. The
first  high-grade  type  consists  of quartz-sulfide mineralization, which often
includes  mixed  sulfides  of  copper,  lead,  zinc, and silver, with occasional
native  gold.  Mineralogy  is  relatively  simple,  consisting  of chalcopyrite,
bornite,  galena,  sphalerite,  argentite,  stromeyerite and some native silver.

The  second  type  of  mineralization  consists of argentiferous galena, with or
without  minor  sphalerite,  in quartz. This is the vein filling material in the
Pertenencia  vein  system.

The  third  type  of  mineralization  constitutes the San Francisco Fault, which
contains  variable  amounts  of  faulted  and brecciated primary high-grade ore,
calcite  veins,  and  secondary  enrichment.

We  believe  that  the future of the mine and district lies in understanding the
structural  and  the  geochemical  genesis  of  the  high-grade  block  with
quartz-sulfide  mineralization  and  its  relationships  with  adjacent geologic
blocks.  This  mineralized  zone  may  extend  for  a  vertical  distance  of
approximately  1,000 feet. Additionally, given the nature of geologic processes,
i.e.  most  mining  districts  are  not  constituted by one vein, there exists a
possibility  that  additional vein targets exist; however, the idea of host rock
or  "between  the  vein"  disseminations  has never been tested in the district.

The  Yoquivo  Property is an exploration stage project, not a proven mine. There
is  no modern plant or equipment on the property. Planned exploration activities
on  the property can be found above under "Development Activities in the Yoquivo
Property."  Additionally, there are no proven or probable reserves at this point
in  time.

NANAIMO  LAKE  PROPERTY

Our  Nanaimo  Lake property is comprised of two mineral claims with a total area
of  approximately  190  hectares,  located  nine  miles southeast of the town of
Nanaimo,  British  Columbia.

The  Nanaimo  Lake  Claims  are  recorded with the Ministry of Energy and Mines,
Province  of  British  Columbia,  Canada  under  the  following  name and tenure
numbers:

          NAME  OF  MINERAL  CLAIM     TENURE  NUMBER       EXPIRY  DATE
          ------------------------     --------------   -------------------
            NANAIMO  LAKES  1&2           414834        November  18,  2006
             NANAIMO  LAKES  2            523693        December  10,  2006

The Province of British Columbia owns the land covered by the mineral claims. To
our  knowledge,  there are no aboriginal land claims that might affect our title
to  our  mineral  claims  or  the  Province's  title  of  the  property.

<PAGE>

In  order  to  maintain  our  mineral  claims in good standing, we must complete
exploration  work  on the mineral claims and file confirmation of the completion
of work on the mineral claims with the applicable mining recording office of the
British  Columbia  Ministry  of  Energy  and  Mines.  The  completion of mineral
exploration  work or payment in lieu of exploration work in any year will extend
the  existence  of  our  mineral  claims for one additional year. As our mineral
claims  are  effective  until  November  18,  2006  and  December  10,  2006,
respectively, we must file confirmation of the completion of exploration work in
the minimum amount of approximately $83 per 25 hectare unit or make a payment in
lieu of exploration work in the minimum amount by November 18, 2006 and December
10,  2006,  respectively.

Since  the  Change  in Control described above under "Stock Purchase Agreement,"
our  sole  focus  has  been  the  development of the Yoquivo Property, described
above,  and  as  a  result,  we  do  not  currently plan any more development or
exploration  activities  on our Nanaimo Lake claims, and plan to let such claims
expire  on  November  18,  2006  and  December  10,  2006,  respectively.

                               PLAN OF OPERATIONS

Moving  forward,  we  plan to let the claims on our Nanaimo Property expire, and
currently  plan  to  focus  all  of  our resources on earning an interest in the
Yoquivo  Property  through  our  Option  Agreement and joint venture with Sydney
(described  above).

We  currently  believe  that we will be able to continue our business operations
for  the  next six months with the approximately $50,000 of cash on hand that we
had  as of August 10, 2006. We anticipate the need for approximately $250,000 to
maintain  our operations for the next twelve months and complete the anticipated
exploration  activities  on  the  Yoquivo  Property.

                         COMPARISON OF OPERATING RESULTS

THREE  MONTHS  ENDED  JUNE  30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2005

We  have  not  generated  any revenues since our incorporation in November 2004.

We  had  total  expenses  of  $661,522 for the three months ended June 30, 2006,
compared  to total expenses of $13,906 for the three months ended June 30, 2005,
an  increase  in  expenses of $647,616 or 4,657% from the prior period. The main
reason  for  the increase in expenses, was due to a $598,000 increase in mineral
property acquisition costs and exploration in connection with our entry into the
Option  Agreement  for  exploration  of  the Yoquivo Property with Sydney, which
expenses  increased  to  $600,000  for  the  three  months  ended June 30, 2006,
compared  to  $2,000  for  the  three  months ended June 30, 2005.  Additionally
attributing to the increase in total expenses was a increase of $8,452 or 783.3%
in  office  and  sundry  expenses, to $9,531 for the three months ended June 30,

<PAGE>

2006,  compared to $1,079 for the three months ended June 30, 2005 in connection
with  the rental of our office space and the purchase of an office computer, and
an increase of $31,390 or 288.6% in professional fees, associated with fees paid
to  our  legal  counsel  in  connection  with the preparation of our various SEC
filings  and our accountant in connection with the audit of our year ended March
31,  2006  financial  statements, to $42,266 for the three months ended June 30,
2006,  compared  to  $10,876  for  the  three  months  ended  June  30,  2005.

The  reason  for  the $9,531 or 783.3% increase in office and sundry expense for
the  three  months  ended June 30, 2006, compared to the prior period was mainly
due  to  the  fact  that  during the three months ended June 30, 2006, we rented
office space through Insight Consulting ("Insight"), a company owned by our sole
officer  and  Director,  Adam  Cegielski,  which  monthly  rental  fee  totals
approximately  US  $890  ($1,000  Canadian  dollars).  Our  professional  fees
increased  $31,390 or 288.6% from the prior period, due to the fact that we were
not  a  publicly  reporting company during the three months ended June 30, 2005,
and  our  legal  and  accounting expenses increased substantially once we became
responsible  for  making  public  filings  with  the  SEC.

We  had  a  gain  on foreign exchange of $53 for the three months ended June 30,
2006,  compared  to a gain on foreign exchange of $49 for the three months ended
June  30,  2005.

Net  loss  for  three months ended June 30, 2006 was $661,522, compared to a net
loss  of  $13,906  for  the three months ended June 30, 2005, an increase in net
loss  of  $647,616 or 4,657% from the prior period. The increase in net loss was
mainly  due  to  the  $598,000 increase in mineral property acquisition costs in
connection  with our entry into the Option Agreement with Sydney relating to the
Yoquivo  Property.

LIQUIDITY  AND  CAPITAL  RESOURCES

We had total assets of $5,410 as of June 30, 2006, a decrease of total assets of
$21,628  or  80% from total assets of $27,038 as of March 31, 2006. Total assets
of  June  30,  2006,  included  current  assets  of  $5,410  as of June 30, 2006
consisting  solely  of  cash  of  $5,410.

We  had  total  liabilities,  consisting  solely of total current liabilities of
$36,526  as  of  June  30,  2006, which consisted solely of accounts payable and
accrued  liabilities,  which  represented  an  increase  of $29,894 over current
liabilities  of  $6,632  as  of March 31, 2006, which increase was mainly due to
increases  in  the  amounts  owed  to  our  legal counsel in connection with the
preparation and negotiation of our Option Agreement with Sydney and amounts owed
to  our  SEC counsel in connection with the drafting of our periodic and current
report  filings.

We  had  a  net working capital deficit of $31,116 as of June 30, 2006. We had a
deficit  accumulated  during  the  exploration  stage of $745,116 as of June 30,
2006.

<PAGE>

We  had $131,383 in cash flows used in operating activities for the three months
ended  June  30, 2006, which included $661,522 of net loss, offset by $500,00 of
stock issued for property acquisition in connection with the issuance of 500,000
restricted  shares  of common stock to Sydney during the three months ended June
30,  2006,  pursuant  to  the  Option Agreement, $29,894 of accounts payable and
accrued  liabilities,  and  $245  of  prepaid  expenses.

We  had  $110,000  of  cash flows from financing activities for the three months
ended  June  30, 2006, which related to an aggregate of 183,334 shares of common
stock  sold  to  various  offshore  investors  in  April  2006  for  aggregate
consideration  of  $110,000  (or  $0.06  per  share).

We  had  $268,800  in  stock  subscription receivable as of June 30, 2006, which
related  to  an  aggregate  of 448,000 shares sold to offshore investors in June
2006,  for  aggregate  consideration  of  $268,800  (or  $0.60 per share), which
consideration  was  not  received as of June 30, 2006, but which amount has been
received  in  full  to  date.

We  currently  believe  that we will be able to continue our business operations
for  the  next six months with the approximately $50,000 of cash on hand that we
had  as  of  August  10,  2006,  which  funds  we received from our subscription
receivable  as of June 30, 2006, which amount has been received in full to date.
However  we  will  need  to raise approximately $100,000 in the next thirty (30)
days  to  pay  the  $100,000 we agreed to pay Sydney within 90 days of our entry
into  the  Option  Agreement,  which we believe we will be able to raise through
sales of our common stock, of which there can be no assurance.  Additionally, we
anticipate  the  need  for approximately $250,000 to maintain our operations for
the  next  twelve  months and complete the anticipated exploration activities on
the  Yoquivo  Property.  We  anticipate  raising  such funds through the private
placement  of  shares  of  our  common  stock to certain individual investors in
offshore  transactions  pursuant  to Regulation S of the Securities Act of 1933.

We  have  no  current  commitment  from our officers and Directors or any of our
shareholders  to  supplement  our operations or provide us with financing in the
future.  If  we are unable to raise additional capital from conventional sources
and/or  additional  sales of stock in the future, we may be forced to curtail or
cease  our  operations.  Even  if  we  are  able to continue our operations, the
failure  to  obtain  financing  could  have  a substantial adverse effect on our
business  and  financial  results.

In  the future, we may be required to seek additional capital by selling debt or
equity  securities, selling assets, or otherwise be required to bring cash flows
in  balance  when  we  approach  a  condition of cash insufficiency. The sale of
additional equity or debt securities, if accomplished, may result in dilution to
our  then shareholders. We provide no assurance that financing will be available
in  amounts  or  on  terms  acceptable  to  us,  or  at  all.

                                  RISK FACTORS

You  should  carefully consider the following risk factors and other information
in  this  quarterly  report on Form 10-QSB before deciding to become a holder of

<PAGE>

our Common Stock. If any of the following risks actually occur, our business and
financial  results  could  be  negatively  affected  to  a  significant  extent.

Our business and the value of our common stock are subject to the following Risk
Factors:

WE  MAY  NOT  BE  ABLE  TO CONTINUE OUR BUSINESS PLAN AND EXPLORATION ACTIVITIES
WITHOUT  ADDITIONAL  FINANCING.

We  depend  to  a  great  degree on the ability to attract external financing in
order  to  conduct future exploratory activities. We are currently funded solely
by  our shareholders and we believe that we can continue our business operations
for approximately the next six (6) months with the approximately $50,000 of cash
we  had  on hand as of August 10, 2006. If we are unable to raise the additional
funds  required  for  planned  exploration  and  extraction activities, which we
anticipate  costing  approximately  an additional $65,000 during the next ten to
twelve  months,  not  including  the  $100,000  we are required to pay Sydney in
connection  with  the Option Agreement in the next thirty (30) days, which we do
not  currently  have  funds  to  pay,  we  may  be forced to abandon our current
business  plan  and/or  we will not be able to earn our First Option with Sydney
(as  described  above).  If  you  invest  in  us  and we are unable to raise the
required  funds,  your  investment  could  become  worthless.

OUR  AUDITORS  HAVE  EXPRESSED  SUBSTANTIAL  DOUBT AS TO WHETHER OUR COMPANY CAN
CONTINUE  AS  A  GOING  CONCERN.

We are in our exploration stage, as planned principal activities have not begun.
We have not generated any revenues since inception and have incurred substantial
losses. These factors among others indicate that we may be unable to continue as
a  going  concern,  particularly in the event that we cannot generate sufficient
cash  flow to conduct our operations and/or obtain additional sources of capital
and  financing.

WE  LACK  AN  OPERATING  HISTORY  WHICH  YOU  CAN USE TO EVALUATE US, MAKING ANY
INVESTMENT  IN  OUR  COMPANY  RISKY.

We  lack  an  operating history which investors can use to evaluate our previous
earnings,  as  we  were  only  incorporated  in  November  2004.  Therefore,  an
investment  in us is risky because we have no business history and it is hard to
predict  what  the  outcome  of  our  business operations will be in the future.

WE MAY NOT FIND ANY COMMERCIAL QUANTITIES OF MINERALS IN THE FUTURE, AND MAY NOT
GENERATE  ANY  PROFITS,  WHICH  MAY  FORCE  US  TO  CURTAIL  OUR  BUSINESS PLAN.

As  an exploration stage company, we have no revenues or profits to date and our
deficit  accumulated  during  our  exploration  stage  as  of June 30, 2006, was
$745,116. We had a working capital deficiency of $31,116 as of June 30, 2006. We
are currently being funded by existing shareholders and anticipate being able to
continue  our business operations for approximately the next six months with the
approximately  $50,000  of cash on hand as of August 10, 2006. However, if we do

<PAGE>

not  begin  exploration  and/or do not have enough money to continue exploration
activities  it is likely that we will never generate any revenues. Additionally,
if  we  are  unsuccessful  in  mining  attempts  we may choose to attempt in the
future, it is likely that we will never generate any revenues. Additionally, the
exploration  of  minerals  is  highly speculative, and if throughout our mineral
exploration  we do not find commercial quantities of minerals, we will likely be
forced  to curtail or abandon our business plan. If this happens, you could lose
your  investment  in us. If we are unable to generate profits, we will be forced
to  rely on external financing, of which there is no guarantee, to continue with
our  business  plan.

WE  HAVE A POOR FINANCIAL POSITION AND IF WE DO NOT GENERATE REVENUES, WE MAY BE
FORCED  TO  ABANDON  OUR  BUSINESS  PLAN.

We  currently have a poor financial position. We have not generated any revenues
or  begun  exploration  on any properties. There is a risk that we will not find
enough,  or  even  any,  minerals  needed  to  generate  enough profits for your
investment  in  us  to  appreciate. If we never generate any revenues, we may be
forced  to  abandon  our  business  plan  and  your shares may become worthless.

WE  RELY  UPON KEY PERSONNEL AND IF THEY LEAVE US, OUR BUSINESS PLAN AND RESULTS
OF  OPERATIONS  COULD  BE  ADVERSELY  AFFECTED.

We  rely  heavily  on  our  Chief  Executive  Officer,  Chief Financial Officer,
Secretary,  Treasurer  and  Director,  Adam  R.  Cegielski, for our success. His
experience  and  input  create  the  foundation  for  our  business  and  he  is
responsible for the directorship and control over our exploration activities. We
do  not  currently have an employment agreement or "key man" insurance policy on
Mr.  Cegielski, although we anticipate entering into a consulting agreement with
Mr. Cegielski subsequent to the filing of this report. Moving forward, should we
lose  the  services  of  Mr.  Cegielski,  for  any  reason,  we will incur costs
associated with recruiting a replacement and delays in our operations. If we are
unable  to  replace him with another suitably trained individual or individuals,
we  may  be  forced  to  scale back or curtail our business plan and exploration
activities.  As  a  result of this, your investment in us could become devalued.

ADAM  R. CEGIELSKI, OUR SOLE DIRECTOR AND OFFICER CAN VOTE AN AGGREGATE OF 50.8%
OF  OUR COMMON STOCK AND CAN EXERCISE CONTROL OVER CORPORATE DECISIONS INCLUDING
THE  APPOINTMENT  OF  NEW  DIRECTORS.

Adam  R.  Cegielski,  our  sole  Director  and  officer can vote an aggregate of
40,000,000  shares  or  approximately  50.8%  of  our  outstanding Common Stock.
Accordingly,  Mr.  Cegielski will exercise control in determining the outcome of
all  corporate  transactions  or  other  matters,  including  the  election  of
directors,  mergers, consolidations, the sale of all or substantially all of our
assets,  and  also  the  power  to  prevent  or  cause  a change in control. Any
investors  who  purchase  shares  will be minority shareholders and as such will
have  little  to  no  say  in  the  direction of the Company and the election of

<PAGE>

Directors. Additionally, it will be difficult if not impossible for investors to
remove  Mr.  Cegielski  as  a  Director  of the Company, which will mean he will
remain  in  control  of who serves as officers of the Company as well as whether
any  changes  are made in the Board of Directors. As a potential investor in the
Company,  you  should  keep in mind that even if you own shares of the Company's
Common  Stock  and  wish to vote them at annual or special shareholder meetings,
your  shares  will  likely  have  little  effect  on  the  outcome  of corporate
decisions.

WE  WILL BE SUBJECT TO NUMEROUS RISKS IF WE COMMENCE MINING OPERATIONS, OF WHICH
THERE  CAN  BE  NO  ASSURANCE.

The mineral exploration and mining business is competitive in all of its phases.
We  currently  have no mining operations of any kind; however, if we do commence
mining  activities  in  the  future,  we  will  be  subject  to  numerous risks,
including:

     o    competitors  with  greater  financial,  technical  and  other
          resources, in the search for and the acquisition of attractive mineral
          properties;

     o    our ability  to  select  and  acquire  suitable  producing  properties
          or  prospects  for  mineral  exploration;

     o    the accuracy  of  our  reserve  estimates,  if  any,  which  may  be
          affected  by  the  following  factors  beyond  our  control:

          -    declines  in  the  market  price  of  the various metals we mine;

          -    increased  production  or  capital  costs;

          -    reduction  in  the  grade  or  tonnage  of  the  deposit;

          -    increase  in  the  dilution  of  the  ore;  or

          -    reduced  recovery  rates;

     o    risks and  hazards  associated  with  environmental  hazards,
          political  and  country  risks,  civil unrest or terrorism, industrial
          accidents,  labor disputes, unusual or unexpected geologic formations,
          cave-ins,  explosive  rock  failures;  and  flooding  and  periodic
          interruptions  due  to  inclement or hazardous weather conditions; and

     o    our failure  to  maintain  insurance  on  certain  risks  associated
          with  any  exploration  activities  we  may  undertake  in the future.

If  we  do  begin exploration activities in the future, of which there can be no
assurance,  we  will  be  subject  to the above risks. If any of the above risks
occur,  we may be forced to curtail or abandon our operations and/or exploration
and  development  activities,  if  any.  As a result, any investment in us could
decrease  in  value  and/or  become  worthless.

<PAGE>

THERE  IS UNCERTAINTY AS TO OUR ABILITY TO ENFORCE CIVIL LIABILITIES BOTH IN AND
OUTSIDE  OF THE UNITED STATES DUE TO THE FACT THAT OUR SOLE OFFICER AND DIRECTOR
AND  ASSETS  ARE  NOT  LOCATED  IN  THE  UNITED  STATES.

Our  office  and  the  majority  of  our assets are located in Canada, while the
Yoquivo  Property, which we have entered into an Option Agreement to explore and
develop,  is  located  in  Mexico.  Our  sole officer and Director is located in
Canada.  As  a result, it may be difficult for shareholders to effect service of
process  within  the  United  States  on  our officer and Director. In addition,
investors may have difficulty enforcing judgments based upon the civil liability
provisions  of  the  securities  laws of the Unites States or any state thereof,
both  in  and  outside  of  the  United  States.

WE  MAY  NOT  BE ABLE TO EARN OUR FIRST OR SECOND OPTION WITH SYDNEY PURSUANT TO
THE  OPTION  AGREEMENT.

In  June  2006,  we  entered  into  an  Option  Agreement  with  Sydney Resource
Corporation  ("Sydney") to earn up to a 75% interest in the Yoquivo Property (as
defined  and  described  below).  In  order  to earn the interest of the Yoquivo
Property,  we  are  required  to  pay  $1,000,000  during the twenty-four months
following our entry into the Option Agreement (i.e. prior to June 2008), towards
the  exploration  of  the property. We currently have paid only $185,000 of this
amount,  and  can  provide  no  assurance  that  we  will  be  able to raise the
additional  capital  needed  to  earn  our interest in the property on favorable
terms,  if  at  all.  If we are unable to raise the capital required to earn the
interest  in  the Yoquivo Property, our current expenditures towards such Option
Agreement  will  be  forfeited  and we could be forced to abandon or curtail our
current  business  plan.  If  this were to happen, the value of our common stock
could  become  worthless.

OUR DETERMINATIONS OF PLANNED ACTIVITIES AND ESTIMATES OF POTENTIAL RESERVES MAY
BE  INACCURATE.

We  are  currently  in  the exploration stage. Before we can begin a development
project, if ever, we must first determine whether it is economically feasible to
do  so.  This determination is based on estimates of several factors, including:

     o    expected  recovery  rates  of  metals  from  the  ore;

     o    facility  and  equipment  costs;

     o    capital  and  operating  costs  of  a  development  project;

     o    future  metals  prices;

     o    currency  exchange  and  repatriation  risks;

<PAGE>

     o    tax  rates;

     o    inflation  rates;

     o    political  risks  and  regulatory  climate  in  Canada;  and

     o    availability  of  credit.

Any  development projects we may undertake in the future will likely not have an
operating  history  upon  which  to base these estimates and as a result, actual
cash  operating costs and returns from a development project, if any, may differ
substantially  from  our  estimates.  Consequently,  it  may not be economically
feasible  to  continue  with  a  development  project,  if  one  is  started.

OUR  PLANNED  MINERAL  EXPLORATION  EFFORTS  ARE  HIGHLY  SPECULATIVE.

Mineral  exploration  is highly speculative. It involves many risks and is often
nonproductive.  Even  if we believe we have found a valuable mineral deposit, it
may  be  several  years  before production is possible. During that time, it may
become  no  longer  feasible to produce those minerals for economic, regulatory,
political,  or  other  reasons.  Additionally,  we  may  be  required  to  make
substantial  capital  expenditures  and  to  construct  mining  and  processing
facilities.  As  a  result of these costs and uncertainties, we may be unable to
start,  or  if  started,  to  finish  our  exploration  activities.

OUR  OPERATIONS,  IF  ANY,  WILL  BE  SUBJECT  TO  CURRENCY  FLUCTUATIONS.

While  we do not currently have any operations, we believe that our products, if
any,  will  be  sold  in  world  markets  in United States dollars. As a result,
currency  fluctuations  may  affect  the  cash  flow  we realize from our future
operations  and  exploration  activities, which we plan to conduct in Mexico, if
any. Foreign exchange fluctuations may materially adversely affect our financial
performance  and  results  of  operations.

OUR  PROPERTY  HAS  NOT  PRODUCED  ANY  COMMERCIAL RESERVES OR ORE BODY, AND THE
PROBABILITY  OF  SUCH PROPERTY PRODUCING ANY COMMERCIALLY VIABLE RESERVES IN THE
FUTURE  IS  REMOTE.

Our  mineral  project  is in the exploration stage as opposed to the development
stage  and  we  have  no  known  body  of  economic  mineralization.  The  known
mineralization  at  these  projects  has not been determined to be economic ore.
Until further exploration activities can be conducted, there can be no assurance
that  a commercially mineable ore body exists on any of our properties. In order
to  carry  out exploration and development programs of any economic ore body and
place  it  into  commercial production, we will be required to raise substantial
additional  funding, and even if we are successful in completing our exploration

<PAGE>

activities  on  our  property,  we  may  not be successful in finding commercial
quantities  of  minerals. Furthermore, the probability of an individual prospect
ever  having  reserves  or  being  commercially viable is extremely remote. As a
result, there is only a small probability that any of our properties contain any
reserves  and  that  any  funds  spent  on  exploration  activities will ever be
recovered.

MINING  OPERATIONS  IN  GENERAL  INVOLVE  A HIGH DEGREE OF RISK, WHICH WE MAY BE
UNABLE,  OR  MAY  NOT  CHOOSE  TO  INSURE  AGAINST,  MAKING  EXPLORATION  AND/OR
DEVELOPMENT  ACTIVITIES  WE  MAY PURSUE SUBJECT TO POTENTIAL LEGAL LIABILITY FOR
CERTAIN  CLAIMS.

Our  operations are subject to all of the hazards and risks normally encountered
in  the  exploration,  development  and  production  of  minerals. These include
unusual  and  unexpected  geological  formations, rock falls, flooding and other
conditions  involved in the drilling and removal of material, any of which could
result  in  damage  to, or destruction of, mines and other producing facilities,
damage  to  life or property, environmental damage and possible legal liability.
Although we plan to take adequate precautions to minimize these risks, and risks
associated  with equipment failure or failure of retaining dams which may result
in  environmental  pollution,  there  can  be  no  assurance  that even with our
precautions,  damage  or  loss will not occur and that we will not be subject to
liability  which will have a material adverse effect on our business, results of
operation and financial condition. If this were to happen, we could be forced to
curtail  or  abandon  our  business  activities.

NEVADA  LAW  AND  OUR  ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF
STOCK,  WHICH SHARES MAY CAUSE SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS
AND/OR  HAVE  RIGHTS  AND  PREFERENCES  GREATER  THAN  OUR  COMMON  STOCK.

Pursuant  to our Articles of Incorporation, we have 400,000,000 shares of Common
Stock  and 100,000,000 shares of preferred stock ("Preferred Stock") authorized.
As  August  10,  we had 78,731,334 shares of Common Stock issued and outstanding
and  -  0  -  shares of Preferred Stock issued and outstanding. As a result, our
Board  of Directors has the ability to issue a large number of additional shares
of  Common  Stock  without  shareholder  approval,  which  if issued could cause
substantial dilution to our then shareholders. Additionally, shares of Preferred
Stock  may be issued by our Board of Directors without shareholder approval with
voting  powers,  and  such  preferences and relative, participating, optional or
other  special  rights and powers as determined by our Board of Directors, which
may be greater than our Common Stock. As a result, shares of Preferred Stock may
be  issued  by  our  Board  of  Directors  which cause the holders to have super
majority  voting  power  over  our  shares, provide the holders of the Preferred
Stock  the  right to convert the shares of Preferred Stock they hold into shares
of  our  Common  Stock,  which may cause substantial dilution to our then Common
Stock  shareholders  and/or have other rights and preferences greater than those
of  our  Common Stock shareholders. Investors should keep in mind that the Board
of  Directors  has  the authority to issue additional shares of Common Stock and
Preferred  Stock,  which  could  cause  substantial  dilution  to  our  existing
shareholders. Additionally, the dilutive effect of any Preferred Stock, which we
may  issue  may be exacerbated given the fact that such Preferred Stock may have
super  majority  voting  rights  and/or  other rights or preferences which could

<PAGE>

provide  the  preferred  shareholders  with voting control over us subsequent to
this  offering  and/or  provide  those  holders  the power to prevent or cause a
change  in  control.  As a result, the issuance of shares of Common Stock and/or
Preferred Stock, may cause the value of our securities to decrease and/or become
worthless.

WE  HAVE YET TO ATTAIN PROFITABLE OPERATIONS AND BECAUSE WE WILL NEED ADDITIONAL
FINANCING  TO  FUND OUR EXPLORATION ACTIVITIES, OUR ACCOUNTANTS BELIEVE THERE IS
SUBSTANTIAL  DOUBT  ABOUT  OUR  ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN.

We  have  incurred  a net loss of $661,522 for the three month period ended June
30,  2006,  had an accumulated deficit of $745,116 as of June 30, 2006, and have
no  revenues  to  date.  Our  future  is  dependent  upon  our ability to obtain
financing  and  upon  future  profitable  operations from the development of our
mineral  claims.  These  factors raise substantial doubt that we will be able to
continue  as  a  going  concern.  Telford  Sadovnick,  P.L.L.C., our independent
auditors,  have  expressed  substantial doubt about our ability to continue as a
going concern given our recurring losses from operations, which are described in
the  first risk factor above. This opinion could materially limit our ability to
raise additional funds by issuing new debt or equity securities or otherwise. If
we  fail  to  raise  sufficient  capital,  we  will not be able to implement our
exploration program which requires significant funding past the second phase, as
a  result  we may have to liquidate our business and stockholders may lose their
investment. Investors should consider our auditor's comments when determining if
an  investment  in  us  is  suitable.

BECAUSE  OF  THE  UNIQUE  DIFFICULTIES  AND  UNCERTAINTIES  INHERENT  IN MINERAL
EXPLORATION  VENTURES,  WE  FACE  A  HIGH  RISK  OF  BUSINESS  FAILURE.

Stockholders  should  be  aware  of the difficulties normally encountered by new
mineral  exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties,  complications  and  delays  encountered  in  connection  with the
exploration of the mineral properties that we plan to undertake. These potential
problems  include,  but  are  not limited to, unanticipated problems relating to
exploration,  and  additional  costs  and  expenses  that  may  exceed  current
estimates.  Most  exploration  projects  do  not  result  in  the  discovery  of
commercially  mineable  deposits  of ore. Problems such as unusual or unexpected
formations  and  other  conditions are involved in mineral exploration and often
result  in  unsuccessful  exploration  efforts.  If  we  experience any of these
problems  or  delays,  our  exploration activities could become much more costly
than  originally  estimated  and  if such additional funding is not available if
needed,  we  may  be  forced  to  abandon  our  operations.

WE  HAVE  NO  KNOWN  MINERAL RESERVES AND IF WE CANNOT FIND ANY, WE WILL HAVE TO
CEASE  OPERATIONS.

We have no mineral reserves. If we do not find mineral reserves containing gold,
silver,  or  other  precious  minerals or if we cannot explore mineral reserves,

<PAGE>

either  because  we  do  not  have  the money to do it or because it will not be
economically  feasible  to  do  it,  we  will  have  to  cease  operations  and
stockholders  will  lose their investment. Mineral exploration, particularly for
gold, is highly speculative. It involves many risks and is often non-productive.
Even  if  we  are  able  to find mineral reserves on our property our production
capability  is  subject  to  further  risks  including:

     o    Costs of  bringing  the  property  into  production  including
          exploration  work,  preparation of production feasibility studies, and
          construction  of  production  facilities,  all  of  which  we have not
          budgeted  for;

     o    Availability  and  costs  of  financing;

     o    Ongoing  costs  of  production;  and

     o    Environmental  compliance  regulations  and  restraints.

The  marketability  of  any  minerals  acquired or discovered may be affected by
numerous  factors  which  are  beyond our control and which cannot be accurately
predicted,  such  as  market  fluctuations,  the  lack of milling facilities and
processing  equipment  near  our  claims,  and  such other factors as government
regulations,  including  regulations relating to allowable production, importing
and  exporting  of  minerals,  and  environmental  protection.

Given  the  above  noted  risks,  the chances of finding reserves on our mineral
properties  are  remote  and  funds expended on exploration will likely be lost.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT  WE  MAY  INCUR  LIABILITY  OR  DAMAGES  AS  WE  CONDUCT  OUR  BUSINESS.

The  search for valuable minerals involves numerous hazards. As a result, we may
become  subject to liability for such hazards, including pollution, cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to  insure.  At  the  present  time, we have no coverage to insure against these
hazards. The payment of such liabilities may result in our inability to complete
our  planned  exploration program and/or obtain additional financing to fund our
exploration  program.

WE  MAY  CONDUCT  FURTHER  OFFERINGS  IN  THE  FUTURE IN WHICH CASE STOCKHOLDERS
HOLDINGS  WILL  BE  DILUTED.

We completed offerings of 35,200,000 and 2,400,000 shares of our common stock at
a  price  of  $0.0025  per share to investors on February 28, 2005 and April 14,
2005,  respectively. Additionally, we sold 183,334 shares of our or common stock
to  two offshore investors in April 2006, and 448,000 shares of our common stock
to  three  offshore investors in June 2006, at a price of $0.60 per share. Since
our  inception  we  have relied on such equity sales of our common stock to fund
our  operations.  We  may  conduct  further  equity and/or debt offerings in the
future to finance our current projects or to finance subsequent projects that we
decide  to

<PAGE>

undertake.  If  common stock is issued in return for additional funds, the price
per  share  could  be  lower  than  that  paid  by  our current stockholders. We
anticipate  continuing  to  rely  on  equity  sales  of our common stock or debt
offerings  in  order  to  fund  our  business operations. If we issue additional
stock,  each  stockholder's  percentage  interest  in  us  will  be  lower. This
condition  is  often  referred to as "dilution". The result of this could reduce
the  value  of  your  stock.

IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE
DE-LISTED  FROM  THE  OVER-THE-COUNTER  BULLETIN  BOARD.

Pursuant  to new Over-The-Counter Bulletin Board ("OTCBB") rules relating to the
timely  filing of periodic reports with the SEC, any OTCBB issuer which fails to
file  a  periodic  report  (Form  10-QSB's  or 10-KSB's) by the due date of such
report  (not withstanding any extension granted to the issuer by the filing of a
Form  12b-25),  three  (3)  times  during  any  twenty-four (24) month period is
automatically  de-listed  from  the  OTCBB.  Such  removed  issuer  would not be
re-eligible  to  be  listed  on the OTCBB for a period of one-year, during which
time  any  subsequent late filing would reset the one-year period of de-listing.
If  we  are late in our filings three times in any twenty-four (24) month period
and are de-listed from the OTCBB, our securities may become worthless and we may
be  forced  to  curtail  or  abandon  our  business  plan.

IF  THERE  IS  A  MARKET  FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.

If  there  is a market for our common stock, we anticipate that such market will
be  subject  to wide fluctuations in response to several factors, including, but
not  limited  to:

     (1)  actual  or  anticipated  variations  in  our  results  of  operations;
     (2)  our  ability  or  inability  to  generate  new  revenues;
     (3)  the  number  of  shares  in  our  public  float;
     (4)  increased  competition;  and
     (5)  conditions  and  trends  in  the  mining,  gold,  silver  or  precious
          metals  industries.

Furthermore,  because  our  Common  Stock is traded on the NASD OTCBB, our stock
price  may  be impacted by factors that are unrelated or disproportionate to our
operating  performance.  These market fluctuations, as well as general economic,
political  and  market  conditions,  such  as  recessions,  interest  rates  or
international currency fluctuations may adversely affect the market price of our
common  stock.  Additionally,  at present, we have a limited number of shares in
our  public  float,  and as a result, there could be extreme fluctuations in the
price  of  our  common  stock.  Further, due to the limited volume of our shares
which trade and our limited public float, we believe that our stock prices (bid,
asked  and closing prices) are entirely arbitrary, are not related to the actual
value  of  the  Company, and do not reflect the actual value of our common stock
(and  in  fact  reflect a value that is much higher than the actual value of our
Common  Stock).  Shareholders and potential investors in our Common Stock should
exercise caution before making an investment in the Company, and should not rely
on  the  publicly  quoted or traded stock prices in determining our Common Stock

<PAGE>

value,  but  should  instead  determine  value  of our Common Stock based on the
information contained in the Company's public reports, industry information, and
those  business  valuation  methods  commonly  used  to value private companies.

INVESTORS  MAY  FACE  SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK
DUE  TO  FEDERAL  REGULATIONS  OF  PENNY  STOCKS.

Our Common Stock will be subject to the requirements of Rule 15(g)9, promulgated
under  the  Securities  Exchange Act as long as the price of our Common Stock is
below  $4.00 per share. Under such rule, broker-dealers who recommend low-priced
securities  to persons other than established customers and accredited investors
must  satisfy  special sales practice requirements, including a requirement that
they  make an individualized written suitability determination for the purchaser
and  receive  the  purchaser's  consent prior to the transaction. The Securities
Enforcement  Remedies  and  Penny  Stock  Reform  Act  of  1990,  also  requires
additional disclosure in connection with any trades involving a stock defined as
a  penny  stock.  Generally,  the Commission defines a penny stock as any equity
security  not  traded on an exchange or quoted on NASDAQ that has a market price
of  less  than $4.00 per share. The required penny stock disclosures include the
delivery,  prior  to  any  transaction,  of a disclosure schedule explaining the
penny  stock  market  and  the risks associated with it. Such requirements could
severely  limit  the  market  liquidity  of  the  securities  and the ability of
purchasers  to  sell  their  securities  in  the  secondary  market.


ITEM 3.   CONTROLS AND PROCEDURES

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Our  Chief
          Executive  Officer  and  Principal Financial Officer, after evaluating
          the  effectiveness  of  our  "disclosure  controls and procedures" (as
          defined  in  the  Securities  Exchange Act of 1934 Rules 13a-15(e) and
          15d-15(e))  as  of  the  end  of  the period covered by this Quarterly
          Report  on Form 10-QSB (the "Evaluation Date"), have concluded that as
          of  the  Evaluation  Date,  our disclosure controls and procedures are
          effective  to  provide  reasonable  assurance  that information we are
          required  to  disclose  in  reports  that  we file or submit under the
          Exchange  Act  is  recorded, processed, summarized and reported within
          the  time  periods specified in the Securities and Exchange Commission
          rules  and  forms,  and  that  such  information  is  accumulated  and
          communicated  to our management, including our Chief Executive Officer
          and  Principal  Financial  Officer,  as  appropriate,  to allow timely
          decisions  regarding  required  disclosure.

     (b)  Changes  in  internal  control  over  financial  reporting. There were
          no  significant  changes  in  our  internal  control  over  financial
          reporting  during  our  most  recent  fiscal  quarter  that materially
          affected, or were reasonably likely to materially affect, our internal
          control  over  financial  reporting.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From  time to time, we may become party to litigation or other legal proceedings
that we consider to be a part of the ordinary course of our business. We are not
currently  involved  in  legal  proceedings that could reasonably be expected to
have  a  material adverse effect on our business, prospects, financial condition
or  results  of operations. We may become involved in material legal proceedings
in  the  future.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES

On  May  11, 2006, we issued an aggregate of 500,000 shares of restricted common
stock  to  Sydney  Resource Corporation ("Sydney"), in connection with our entry
into  a Letter of Intent for the planned formation of a joint venture company to
explore  and  develop  a  prospective  gold and silver property in Sonora State,
Mexico,  with  a  wholly  owned subsidiary of Sydney, which Letter of Intent was
later consummated by an Option Agreement (described in greater detail above). We
claim  an exemption from registration afforded by Section 4(2) of the Securities
Act  of  1933  (the "Act") since the foregoing issuance did not involve a public
offering,  the  recipient  took  the shares for investment and not resale and we
took  appropriate  measures to restrict transfer. No underwriters or agents were
involved  in  the  foregoing issuance and no underwriting discount or commission
was  paid  by  us.

In  April  2006, we sold 100,000 shares of common stock to one entity and 83,334
shares of common stock to an individual for aggregate consideration of $110,000,
or  $0.60  per  share,  which funds were received subsequent to the three months
ended  June  30,  2006.  We  claim  an  exemption  from registration afforded by
Regulation  S  for the above issuances since the issuances were made to non-U.S.
persons  (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant
to  offshore  transactions,  and  no  directed  selling efforts were made in the
United  States  by  us,  a distributor, any respective affiliates, or any person
acting  on  behalf  of  any  of  the  foregoing.

In  June  2006,  we sold an aggregate of 448,000 shares of our restricted common
stock  to  two  entities and one individual in consideration for an aggregate of
$268,800,  or $0.60 per share.  We claim an exemption from registration afforded
by  Regulation  S  for  the  above  issuances  since  the issuances were made to
non-U.S.  persons (as defined under Rule 902 section (k)(2)(i) of Regulation S),
pursuant  to offshore transactions, and no directed selling efforts were made in
the United States by us, a distributor, any respective affiliates, or any person
acting  on  behalf  of  any  of  the  foregoing.

<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.


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

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     a)     Exhibits

Exhibit No.          Description
-----------          ------------
3.1(1)               Articles of Incorporation.

3.2(1)               Bylaws, as amended.

3.3(2)               Certificate of Change Pursuant to NRS 78.209

3.2(2)               Certificate of Correction to the Company's
                     Articles of Incorporation

10.1(3)              Stock Purchase Agreement between Susan Downing
                     and Adam Cegielski

10.2(4)              Option Agreement with Sydney

31*                  Chief  Executive  Officer  and  Chief  Financial  Officer
                     Certification  pursuant  to  Section  302  of  the
                     Sarbanes-Oxley  Act  of 2002

32*                  Chief  Executive  Officer  and  Chief  Financial  Officer
                     Certification  pursuant  to  Section  906  of  the
                     Sarbanes-Oxley  Act  of 2002


* Filed Herein.

(1) Filed as exhibits to our Form SB-2 Registration Statement filed with the
Commission on August 15, 2005, and incorporated herein by reference.

(2) Filed as exhibits to our Report on Form 8-K filed with the Commission on
April 25, 2006, and incorporated herein by reference.

(3) Filed as an exhibit to our Report on Form 8-K filed with the Commission on
March 29, 2006, and incorporated herein by reference.

(4) Filed as an exhibit to our Report on Form 8-K filed with the Commission on
June 13, 2006, and incorporated herein by reference.

b)     REPORTS ON FORM 8-K

<PAGE>

We  filed  the following reports on Form 8-K during the three  months  ended
June 30,  2006:

April  18,  2006 -  to  report  that  on  April  13,  2006,  we  entered  into a
                    Letter  of  Intent  with  Sydney  in  connection  with  the
                    exploration  and  development of the Yoquivo Property and to
                    report  that  our  Board  of  Directors  had  approved a 4:1
                    forward  stock  split,  affecting  both  our  authorized and
                    outstanding  common  stock.

April  25, 2006 -   to  report  the  consummation  of  the  4:1  forward  stock
                    split,  and  that as a result of the stock split, our common
                    stock  would  be  traded  under  the  symbol  "KGBC."


June 13, 2006 -     to  report  that  we  had  entered  into a definitive Option
                    Agreement  with  Sydney  in  connection  with  the Letter of
                    Intent  entered  into  in  April  2006.

                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     KONIGSBERG CORPORATION

DATED: August 21, 2006                       By: /s/ Adam R. Cegielski
                                             ------------------------
                                             Adam R. Cegielski
                                             Chief Executive Officer

<PAGE>