**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 December 31, 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
        February 20 2007, 79,657,168 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].





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 nine months ended December 31, 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.

















**KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
   **THIRD
        QUARTER CONSOLIDATED FINANCIAL STATEMENTS**
   **DECEMBER
        31, 2006**
  **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
          
   **KONIGSBERG
          CORPORATION**
 **(An
          Exploration Stage Company)**
  **CONSOLIDATED
          BALANCE SHEETS**
  **(Unaudited)**
 **(Stated
          in U.S. Dollars)**
  AUDITED**DECEMBER
                    31,**
                
                MARCH
                    31,**2006**
                
                2006**ASSETS****Current**Cash
                $
                32,487
                
                $
                26,793Prepaid expenses
                
                **3,498**
                
                
                245**35,985**
                
                
                27,038**LIABILITIES****Current**Accounts payable and accrued liabilities
                $
                23,777
                
                $
                6,632**STOCKHOLDERS’
                    EQUITY****Share
                    Capital**Authorized:400,000,000
                    common voting shares with a par value of$0.001 per share100,000,000
                    preferred shares with a par value of$0.001 per shareIssued and outstanding:79,231,334 common shares at December 31, 2006and
                    77,600,000 common shares at March 31, 2006
                
                **79,231**
                
                
                77,600**Additional
                    Paid-In Capital**
                
                **1,263,569**
                
                
                26,400**Stock
                    Subscriptions Received**
                
                **255,500****Deficit
                    Accumulated During The Exploration Stage**
                
                (1,586,092
                )
                
                (83,594
                )**12,208**
                
                
                20,406$
                35,985
                
                $
                27,038
  The
          accompanying notes are an integral part of these consolidated financial
          statements.
  **KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
  **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
    **PERIOD
                    FROM****THREE**
                
                **NINE**
                
                **THREE**
                
                **NINE**
                
                **INCEPTION****MONTHS**
                
                **MONTHS**
                
                **MONTHS**
                
                **MONTHS**
                
                **NOVEMBER
                    3,****ENDED**
                
                **ENDED**
                
                **ENDED**
                
                **ENDED**
                
                **2004
                    TO****DECEMBER
                    31,**
                
                **DECEMBER
                    31,**
                
                **DECEMBER
                    31,**
                
                **DECMEBER
                    31,**
                
                **DECEMBER
                    31,****2006**
                
                **2006**
                
                **2005**
                
                **2005**
                
                **2006****Revenue**
                
                $
                -
                
                **$**
                **-**
                
                **$**
                **-**
                
                **$**
                **-**
                
                **$**
                -**Expenses**Consulting
                    fees
                
                
                **15,443**
                
                
                **34,706**
                
                
                **-**
                
                
                -
                
                
                **34,706**Mineral property acquisitioncosts and exploration expense
                
                
                **433,627**
                
                
                **1,319,522**
                
                
                **4,289**
                
                
                **9,289**
                
                
                **1,334,311**Write
                    down of mineral propertyinterest
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                **3,500**Office and sundry
                
                
                **19,097**
                
                
                **45,113**
                
                
                **2,407**
                
                
                **6,482**
                
                
                **55,080**Professional fees
                
                
                **45,151**
                
                
                **104,156**
                
                
                **12,893**
                
                
                **32,149**
                
                
                **160,321**Gain on foreign exchange
                
                
                (377
                )
                
                (999
                )
                
                (60
                )
                
                (640
                )
                
                (1,826
                )**512,941**
                
                
                **1,502,498**
                
                
                **19,529**
                
                
                **47,280**
                
                
                **1,586,092****Net
                    Loss For The Period**
                
                $
                (512,941
                )
                **$**
                (1,502,498
                )
                **$**
                (19,529
                )
                **$**
                (47,280
                )
                **$**
                (1,586,092
                )**Basic
                    And Diluted Loss Per Share**
                
                $
                (0.01
                )
                **$**
                (0.01
                )
                **$**
                -
                
                **$**
                -**Weighted
                    Average Number Of****Common****Shares
                    Outstanding**
                
                
                **79,231,334**
                
                
                **78,684,946**
                
                
                **19,400,000**
                
                
                **19,367,273**
  
   The
          accompanying notes are an integral part of these consolidated financial
          statements.
  **KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
   **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   
 **PERIOD
                      FROM****THREE**
                  
                  **NINE**
                  
                  **THREE**
                  
                  **NINE**
                  
                  
                  
                  **INCEPTION****MONTHS**
                  
                  **MONTHS**
                  
                  **MONTHS**
                  
                  **MONTHS**
                  
                  
                  
                  **NOVEMBER
                      3,****ENDED**
                  
                  **ENDED**
                  
                  **ENDED**
                  
                  **ENDED**
                  
                  
                  
                  **2004
                      TO****DECEMBER
                      31,**
                  
                  **DECEMBER
                      31,**
                  
                  **DECEMBER
                      31,**
                  
                  **DECEMBER
                      31,**
                  
                  
                  
                  **DECEMBER
                      31,****2006**
                  
                  **2006**
                  
                  **2005**
                  
                  **2005**
                  
                  
                  
                  **2006****Cash
                      provided by (used in)****Operating
                      Activities**Net loss for the period
                  
                  $
                  (512,941
                  )
                  **$**
                  (1,502,498
                  )
                  **$**
                  (19,529
                  )
                  **$**
                  (47,280
                  )
                  
                  
                  
                  **$**
                  **(1,586,092**Item
                      not involving cash:Share capital issued for
                  
                  
                  **360,000**
                  
                  
                  **860,000**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  
                  
                  
                  **860,000**property
                      acquisitionChanges in non-cash working
                    capital
                      items:Write down of mineralproperty
                      interest
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  
                  
                  
                  **-**
                  
                  
                  **3,500**Prepaid
                      expenses
                  
                  
                  **-**
                  
                  
                  (3,253
                  )
                  
                  (1,328
                  )
                  
                  **2,422**
                  
                  
                  
                  
                  
                  **(3,498**Accounts
                      payable and accruedLiabilities
                  
                  
                  **9,182**
                  
                  
                  **17,145**
                  
                  
                  (68
                  )
                  
                  **3,988**
                  
                  
                  
                  
                  
                  **23,777**(143,759
                  )
                  
                  (628,606
                  )
                  
                  (20,925
                  )
                  
                  (40,870
                  )
                  
                  
                  
                  
                  **(702,313****Financing
                      Activity**Share capital issued for cash
                  
                  
                  **-**
                  
                  
                  **378,800**
                  
                  
                  **-**
                  
                  
                  **6,000**
                  
                  
                  
                  
                  
                  **482,800******Share
                      subscriptions received
                  
                  
                  **32,565**
                  
                  
                  **255,500**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  
                  
                  
                  **255,500****Investing
                      Activity**Additions to mineral property interest
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  
                  
                  
                  **(3,500****(Decrease)
                      Increase In Cash**
                  
                  
                  (111,194
                  )
                  
                  **5,694**
                  
                  
                  (20,925
                  )
                  
                  (34,870
                  )
                  
                  
                  
                  
                  **32,487****Cash,
                      Beginning Of Period**
                  
                  
                  **143,681**
                  
                  
                  **26,793**
                  
                  
                  **70,948**
                  
                  
                  **84,893**
                  
                  
                  
                  
                  
                  **-****Cash,
                      End Of Period**
                  
                  $
                  32,487
                  
                  **$**
                  **32,487**
                  
                  **$**
                  **50,023**
                  
                  **$**
                  **50,023**
                  
                  
                  
                  
                  **$**
                  **32,487****Supplemental
                      disclosure of cash flow information****Cash
                      paid during the period for:**Interest
                  
                  $
                  -
                  
                  **$**
                  **-**
                  
                  **$**
                  **-**
                  
                  **$**
                  **-**
                  
                  
                  
                  
                  **$**
                  **-**Income
                      taxes
                  
                  $
                  -
                  
                  **$**
                  **-**
                  
                  **$**
                  **-**
                  
                  **$**
                  **-**
                  
                  
                  
                  
                  **$**
                  **-**
  The
          accompanying notes are an integral part of these consolidated financial
          statements.
   
   
   **KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
   **CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ EQUITY**
   **PERIOD
        FROM NOVEMBER 3, 2004 (INCEPTION) TO DECEMBER 31, 2006**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **DEFICIT****COMMON
                    STOCK**
                
                
                
                **ACCUMULATED****ADDITIONAL**
                
                **STOCK**
                
                **DURING
                    THE****PAID-IN**
                
                **SUBSCRIPTIONS**
                
                **EXPLORATION****SHARES**
                
                **AMOUNT**
                
                **CAPITAL**
                
                **RECEIVED**
                
                **STAGE**
                
                **TOTAL**Balance,
                    November 3, 2004
                
                ****
                
                ********
                
                ********
                
                
                
                ********
                
                ****(Date
                    of inception)
                
                
                **-**
                
                **$**
                **-**
                
                **$**
                **-**
                
                **$**
                **-**
                
                **$**
                **-**
                
                $-Shares
                    issued for cashNovember
                    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, 2006at
                    $0.60
                
                
                **100,000**
                
                
                **100**
                
                
                **59,900**
                
                
                **-**
                
                
                **-**
                
                **60,000**April 28, 2006at
                    $0.60
                
                
                **83,334**
                
                
                **83**
                
                
                **49,917**
                
                
                **-**
                
                
                **-**
                
                **50,000**Shares
                    issued for property:May 11, 2006at
                    $1.00
                
                
                **500,000**
                
                
                **500**
                
                
                **499,500**
                
                
                **-**
                
                
                **-**
                
                **500,000**September
                    12, 2006At
                    $0.72
                
                
                **500,000**
                
                
                **500**
                
                
                **359,500**
                
                
                **-**
                
                
                **-**
                
                **360,000**Shares
                    subscribed for cash:June 7, 2006at
                    $0.60
                
                
                **21,000**
                
                
                **21**
                
                
                **12,579**
                
                
                **-**
                
                
                **-**
                
                **12,600**June 22, 2006at
                    $0.60
                
                
                **10,000**
                
                
                **10**
                
                
                **5,990**
                
                
                **-**
                
                
                **-**
                
                **6,000**June 30, 2006at
                    $0.60
                
                
                **417,000**
                
                
                **417**
                
                
                **249,783**
                
                
                **-**
                
                
                **-**
                
                **250,200**August
                    31, 2006at
                    $0.60
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                **48,000**
                
                
                **-**
                
                **48,000**September
                    5, 2006at
                    $0.60
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                **207,500**
                
                
                **-**
                
                **207,500**Net
                    loss for the period
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                (1,502,498
                )
                (1,502,498)Balance,
                    December 31, 2006
                
                
                **79,231,334**
                
                **$**
                **79,231**
                
                **$**
                **1,263,569**
                
                **$**
                **255,500**
                
                **$**
                (1,586,092
                )
                $12,208
     The
        accompanying notes are an integral part of these consolidated financial
        statements.
    
  
  **KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **DECEMBER
        31, 2006**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
  **1.**
              **BASIS
                  OF PRESENTATION**
  The
        unaudited consolidated financial information furnished herein reflects all
        adjustment 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 represented. These third 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 year ended March 31, 2006. The Company assumes that the users of the
        interim
        consolidated financial information herein have read, or have had 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
        the
        operations for the nine month period ended December 31, 2006 are not necessarily
        indicative of results for the entire year ended 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 productions 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 $1,586,092 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.
  **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.


**KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **DECEMBER
        31, 2006**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
  **3.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
  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 capitalizes acquisition and option costs of mineral property rights
        where the Company believes the properties contain potentially mineralized
        material. The amount capitalized represents fair value at the time the mineral
        rights were acquired. The accumulated costs of acquisition for properties
        that
        are developed to the stage of commercial production will be amortized using
        the
        unit-of-production method.
   Management
        periodically reviews the carrying value of its investment 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 expense 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.
   The
        Company had not determined whether the mineral claim contains mineralized
        material and has consequently written off all mineral rights acquisition
        costs
        to operation.
   If
        an
        area of interest is abandoned or it is determined that its carrying value
        cannot
        be supported by future productions 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. During the nine months ended
        December 31, 2006 the Company recorded impairment of $1,060,000 of mineral
        property.
   Mineral
        exploration costs are expensed as incurred.
   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.
  
 
 
  **KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **DECEMBER
        31, 2006**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
  **3.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 b)
              Mineral
                  Property Acquisition Payments and Exploration Costs
                  (continued)
  Asset
        Impairment
  Long-lived
        assets are tested for recoverability whenever events or changes in circumstances
        indicate the carrying amount may not be recoverable, pursuant to guidance
        established in Statement of Financial Accounting Standards No. 144 (“SFAS 144”),
“Accounting for the Impairment or Disposal of Long-lived Assets”. The Company
        determines impairment by comparing the undiscounted future cash flows estimated
        to be generated by its assets to their respective carrying amounts. If
        impairment is deemed to exist, the assets will be written down to fair
        value.
  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 the 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.
   **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
        cash payment of US$3,500 (paid November 4, 2004).
  On
        November 29, 2005, two of the Company’s four mineral claims in the Nanaimo Lakes
        Mining District were forfeit. On November 18, 2006 and December 10, 2006,
        the
        Company’s two remaining claims in the Nanaimo Lakes Mining District were
        forfeited. The Company no longer holds title to these claims as of the
        forfeiture date.
  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
        exercised the option by adhering to the terms of the option agreement to
        acquire
        an undivided 50% right, title and interest in the “Yoquivo Property” by
        investing an amount of $200,000 in cash and $500,000 in common shares. The
        Company has the following commitments in the terms and conditions of the
        option
        agreement:
   
 
 
  **KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **DECEMBER
        31, 2006**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
   **4.** **MINERAL
          PROPERTIES (continued)**
 b)  Yoquivo
          Properties (continued)
  i)
                  Issuing
                      an additional 500,000 shares of the Company’s common stock to Sydney
                      within 12 months upon signing the letter of intent dated April
                      10, 2006,
                      which were issued in September 2006;ii)
                  Completing
                      the following cumulative exploration expenditures totaling
                      $1,000,000 over
                      24 months as defined below:
 1.
                Incurring
                    $250,000 in cumulative exploration expenditures on the Property
                    within 6
                    months of the date of the option agreement;2.
                Incurring
                    $600,000 in cumulative exploration expenditures on the Yoquivo
                    Property
                    within 12 months of the date of the option agreement;3.
                Incurring
                    $1,000,000 in cumulative exploration expenditures on the Yoquivo
                    Property
                    within 24 months of the date of the option
                    agreement.
   The
        exploration expenditure referred to in ii.1 is a binding commitment whereas
        all
        the other terms are required to keep the option agreement in good
        standing.
  Upon
        the
        Company successfully exercising the first option by completing the terms
        and
        commitments of the agreement, 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 vested the initial 50% interest, making a cash
                  payment
                  in favour of Sydney of $250,000;ii)
              Within
                  60 days of having vested 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 vested 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;
                  andii)
              Should
                  the value of the Company’s shares issued under the terms of the second
                  options 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.
   
 
 
   **KONIGSBERG
        CORPORATION**
 **(An
        Exploration Stage Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **DECEMBER 31, 2006**
 **(Unaudited)**
 **(Stated in U.S. Dollars)**
   **4.**
              **MINERAL
                  PROPERTIES (continued)**
   On
        September 18, 2006 Sydney Resource Corporation merged with Band-Ore Resources.
        The merged company is known as West Timmins Mining Inc. The terms of and
        conditions of the letter of intent dated April 10, 2006 and the option agreement
        dated May 31, 2006 remain in effect.
   **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
        July
        21, 2006, the Company received $12,600 for 21,000 common shares at $0.60
        per
        share.
  On
        July
        21, 2006, the Company received $6,000 for 10,000 common shares at $0.60 per
        share.
  On
        July
        7, 2006, the Company received $250,200 for 417,000 common shares at $0.60
        per
        share.
  On
        August
        31, 2006, the Company received $48,000 for 80,000 common shares at $0.60
        per
        share.
  On
        September 12, 2006, the Company issued 500,000 common shares at $0.72 as
        mandated by the option agreement with the optioner for deemed value of
        $360,000.
  On
        October 12, 2006, the Company received $207,500 for 345,834 common shares
        at
        $0.60 per share.
   **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.
    
   
  **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 DECEMBER 31,
        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 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.
 
 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 in November 2004. On November 29, 2005, two of the claims expired,
        and
        the remaining two claims expired on November 18, 2006 and December 10, 2006,
        respectively. 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.
 
 **Option
        Agreement**
 
 On
        April
        13, 2006, we entered into a letter of intent with a wholly owned subsidiary
        of
        Sydney Resource Corporation ("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. Sydney merged with Band-Ore Resources
        Ltd. in
        September 2006, and is now known as West Timmins Mining, Inc. (TSX-WTM) ("West
        Timmins").
 
 On
        May
        31, 2006, we and West Timmins (at that time still known as 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, West Timmins 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 West Timmins, 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, andiii)
              an
                  additional $100,000 within 90 days of signing the Option Agreement,
                  which
                  we have paid to date.
 
 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, andii)
              An
                  additional 500,000 shares of common stock within 12 months of signing
                  of
                  the Letter of Intent, which shares have 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, of which approximately $200,000 has
                  been
                  paid to date, but which remaining payment has been extended until
                  February
                  28, 2007 pursuant to West Timmons entry into a Letter Extension
                  described
                  below;ii)
              $600,000
                  in cumulative exploration expenditures within 12 months of signing
                  the
                  Letter of Intent, andiii)
              $1,000,000
                  in cumulative exploration expenditures within 24 months of signing
                  the
                  Letter of Intent.
 
 We
        have
        paid approximately $200,000 towards exploration expenditures on the Yoquivo
        Property as of the date of this filing. On January 29, 2007, West Timmons
        sent
        us a letter extending the date we were required to complete the $250,000
        funding
        (as described above under C(i), to February 28, 2007, due to certain delays
        in
        connection with the exploration of the Yoquivo Property (the “Letter
        Extension”).
   
   We
        anticipate paying the remaining approximately $50,000 once we are able to
        raise
        such additional funding, which we plan to raise through private placements
        of
        our common stock and/or through shareholders loans, of which there can be
        no
        assurance.
 
 All
        cash
        payments and share issuances to date are non-refundable, however all other
        payments and expenditure commitments moving forward are optional in the event
        we
        choose not to move forward with the option.
 
 West
        Timmins 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. The Joint Venture is currently
        being managed by a management committee consisting of three individuals,
        two of
        which are affiliated with West Timmins and our Chief Executive Officer and
        Director, Adam Cegielski. As operator, West Timmins 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.
 
 West
        Timmins 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 West Timmins 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 West Timmins of $250,000
                  dollars,B.
              Within
                  60 days of having vested an initial 50% interest in the property,
                  issuing
                  to West Timmins an additional 1,000,000 common shares,
                  andC.
              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, West Timmins 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;
                  orii)
              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
        West Timmins' decision to exercise its Back In Right, to extinguish West
        Timmins' Back In Right, through the issuance of an additional 1,000,000 shares
        of our common stock to West Timmins.
 
 In
        the
        event that we do not exercise our Second Option and/or act to extinguish
        West
        Timmins' 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,
        of
        which approximately $200,000 has been expended to date, 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 has been completed to date, including
        the
        following:
 
 o
              Detailed
                  structured mapping, to identify large and small scale structural
                  controls,
                  which will include collecting additional ground samples, which
                  mapping has
                  been completed to date.o
              An
                  Airborne Magnetic Survey conducted of the Yoquivo Property via
                  helicopter,
                  which we hope will aid in the understanding and tracing of the
                  large scale
                  structural features of the property, which has been completed to
                  date.o
              Underground
                  Sampling, intended to gain a greater understanding of the controls
                  on and
                  nature of the mineralization within the property, which has been
                  completed
                  to date.o
              Development
                  of a geological model to aid in the Phase II program described
                  below,
                  which has been completed to date.
 
  
   Phase
        II
        of our exploration of the Yoquivo Property will include drill testing of
        the
        property, is planned to begin in or around March 2007, funding permitting,
        and
        is anticipated to cost approximately $225,000.
 
 The
        drilling process includes drawing up a plan of proposed drill holes and
        submitting the plan to the local ejido (surface rights owners), municipality
        and
        government agencies for their approval. In the case of the Yoquivo Property,
        it
        also requires a biological survey of the areas likely to be effected by the
        drilling to determine any environmental considerations which may need to
        be
        addressed in connection with the drilling. The permit specifies how many
        sites,
        duration of proposed program, use of water, method for disposal of wastes,
        hazardous material handling protocols, the name and contacts of the project
        operator as well as all of the legal documentation on title for the property.
        At
        the current time the initial proposal has been submitted, and has been approved
        by the ejido but is waiting final biological report and municipal approval
        which
        are expected by the end of February 2007, of which there can be no
        assurance.
 
 As
        of the
        filing of this report, we have spent approximately $200,000 on the exploration
        program on the Yoquivo Property, and plan to expend approximately another
        $50,000, funding permitting, prior to the end of February 2007. 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 and
        Director, Adam Cegielski.
 
 **Research
        and Development Expenditures**
 
 We
        have
        not incurred any research expenditures since our incorporation. We previously
        expended $5,000 on our now abandoned exploration program on our Nanaimo claims,
        and approximately $200,000 in exploration expenditures on our Yoquivo Property
        joint venture project, described in greater detail above.
   
 
 **Subsidiaries**
 
 Konigsberg
        Explorations Inc., a British Columbia corporation, is our sole wholly owned
        subsidiary. 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 West Timmins 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, 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 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 (17.4 square
        miles),
        occurs in an area of approximately 4.5 square kilometers (2.8 square miles).
        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:
 
 **Name**
              **Title
                  No.**
              **Concession
                  Type**El
                  Dollar
              214876
              ExploitationLa
                  Nina
              217475
              ExplorationLa
                  Restauradora
              217476
              ExplorationDolores
              216491
              ExplorationSan
                  Francisco de Yoquivo
              220851
              ExplorationLa
                  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 one of the mineral veins on the property,
        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 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 subsequently 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
        Property, consists of andesites (volcanic rock) of the Eoceno-Oligocene
        age.
 
 The
        main
        mineral vein on the Yoquivo Property, the San Francisco vein extends over
        1,500
        feet northwest in the south-central portion of the claim 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.
 
 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 sedimentary rock, 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 the 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. the fact that most mining districts are not constituted by one vein,
        there
        exists a possibility that additional vein targets are present; 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. Furthermore, we can provide no assurances that any proven or probable
        reserves will ever be found, or that the Yoquivo Property will ever generate
        any
        commercially viable mineral resources.
 
 **Plan
        of Operations**
 
 As
        stated
        above, moving forward, we plan to focus all of our resources on earning an
        interest in the Yoquivo Property through our Option Agreement and joint venture
        with West Timmins (described above).
 
 We
        currently believe that we will be able to continue our business operations
        for
        the next sixty to ninety days with the approximately $23,000 of cash on hand
        that we had as of February 6, 2007, if no additional funding is raised. We
        plan
        to raise additional funding subsequent to the filing of this report from
        the
        sale of common stock to offshore investors and/or through loans from our
        existing shareholders, of which there can be no assurance. We anticipate
        the
        need for approximately $300,000 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 DECEMBER 31, 2006 COMPARED TO THE THREE MONTHS ENDED DECEMBER
        31,
        2005**
 
 We
        have
        not generated any revenues since our incorporation in November
        2004.
 
 We
        had
        total expenses of $512,941 for the three months ended December 31, 2006,
        compared to total expenses of $19,529 for the three months ended December
        31,
        2005, an increase in expenses of $493,412 or 2,527% from the prior period.
        The
        main reason for the increase in expenses, was due to a $429,338 increase
        in
        mineral property acquisition costs and exploration to $433,627 for the three
        months ended December 31, 2006, compared to $4,289 for the three months ended
        December 31, 2005, in connection with the Option Agreement for exploration
        of
        the Yoquivo Property with West Timmins, which expenses during the three months
        ended December 31, 2006 included amounts spent on exploration costs on the
        Yoquivo Property, which were not present during the three months ended December
        31, 2005.
   
   Additionally
        attributing to the increase in total expenses was an increase of $16,690
        or 693%
        in office and sundry expenses, to $19,097 for the three months ended December
        31, 2006, compared to $2,407 for the three months ended December 31, 2005
        in
        connection with the rental of our office space and the purchase of certain
        office supplies; an increase of $32,258 or 250% in professional fees to $45,151
        for the three months ended December 31, 2006, 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 review of our interim financial statements
        and the drafting and filing of our Form 8-K filings, compared to $12,893
        for the
        three months ended December 31, 2005, in connection with additional expenses
        in
        connection with our public filings for the three months ended December 31,
        2006;
        and an increase of $15,443 in consulting fees in connection with the Option
        Agreement, which expenses were not present during the three months ended
        December 31, 2005; which were offset by an increased $317 loss on foreign
        exchange for the three months ended December 31, 2006, compared to the prior
        period.
 
 The
        reason for the $16,690 or 693% increase in office and sundry expense for
        the
        three months ended December 31, 2006, compared to the prior period was mainly
        due to the fact that during the three months ended December 31, 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
        $32,258 or 250% from the prior period, due to the fact that we were not a
        publicly reporting company during the three month period ending December
        31,
        2005, and our legal and accounting expenses increased substantially once
        we
        became responsible for making public filings with the SEC.
 
 Net
        loss
        for three months ended December 31, 2006 was $512,941, compared to a net
        loss of
        $19,529 for the three months ended December 31, 2005, an increase in net
        loss of
        $493,412 or 2,517% from the prior period. The increase in net loss was mainly
        due to the $429,338 increase in mineral property acquisition costs in connection
        with our Option Agreement with West Timmins relating to the Yoquivo
        Property.
 
 **NINE
        MONTHS ENDED DECEMBER 31, 2006 COMPARED TO THE NINE MONTHS ENDED DECEMBER
        31,
        2005**
 
 We
        have
        not generated any revenues since our incorporation in November
        2004.
 
 We
        had
        total expenses of $1,502,498 for the nine months ended December 31, 2006,
        compared to total expenses of $47,280 for the nine months ended December
        31,
        2005, an increase in expenses of $1,455,218 or 3,078% from the prior period.
        The
        main reason for the increase in expenses, was due to a $1,310,233 increase
        in
        mineral property acquisition costs and exploration in connection with our
        entry
        into the Option Agreement for exploration of the Yoquivo Property with West
        Timmins to $1,319,522 for the nine months ended December 31, 2006, compared
        to
        $9,289 for the nine months ended December 31, 2005, which expenses were in
        connection with 1,000,000 shares of common stock issued to West Timmins and
        approximately $400,000 provided to West Timmins in connection with exploration
        costs and required
   
   payments
        on the Option Agreement. Additionally attributing to the increase in total
        expenses was an increase of $38,631 or 596% in office and sundry expenses,
        to
        $45,113 for the nine months ended December 31, 2006, compared to $6,482 for
        the
        nine months ended December 31, 2005 in connection with the rental of our
        office
        space and the purchase of an office computer; an increase of $72,007 or 224%
        in
        professional fees, associated with fees paid to our legal counsel in connection
        with the preparation of our various SEC filings, including our quarterly
        reports
        and reports on Form 8-K, and our accountant in connection with the audit
        of our
        year ended March 31, 2006 financial statements and the review of our interim
        financial statements, to $104,156 for the nine months ended December 31,
        2006,
        compared to $32,149 for the nine months ended December 31, 2005; and an increase
        of $34,706 in consulting fees in connection with our Option Agreement, which
        fees were not present during the nine months ended December 31,
        2005.
 
 The
        reason for the $38,631 or 596% increase in office and sundry expense for
        the
        nine months ended December 31, 2006, compared to the prior period was mainly
        due
        to the fact that during the nine months ended December 31, 2006, we rented
        office space through Insight, which monthly rental fee totals approximately
        US
        $890 ($1,000 Canadian dollars). Our professional fees increased $72,007 or
        224%
        from the prior period, due to the fact that we were not a publicly reporting
        company during the nine month period ending December 31, 2005, and our legal
        and
        accounting expenses increased substantially once we became responsible for
        making public filings with the SEC.
 
 We
        had a
        loss on foreign exchange of $999 for the nine months ended December 31, 2006,
        compared to a loss on foreign exchange of $640 for the nine months ended
        December 31, 2005.
 
 Net
        loss
        for the nine months ended December 31, 2006 was $1,502,498, compared to a
        net
        loss of $47,280 for the nine months ended December 31, 2005, an increase
        in net
        loss of $1,455,218 from the prior period. The increase in net loss was mainly
        due to the $1,310,233 increase in mineral property acquisition costs in
        connection with our Option Agreement with West Timmins relating to the Yoquivo
        Property.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 We
        had
        total assets of $35,985 as of December 31, 2006, an increase in total assets
        of
        $8,947 or 33.1% from total assets of $27,038 as of March 31, 2006.
 
 Total
        assets as of December 31, 2006, included solely current assets, including
        $32,487 of cash and prepaid expenses of $3,498.
 
 We
        had
        total liabilities, consisting solely of total current liabilities of $23,777
        as
        of December 31, 2006, which consisted solely of accounts payable and accrued
        liabilities.
 
 We
        had
        net working capital of $12,208 as of December 31, 2006. We had a deficit
        accumulated during the exploration stage of $1,586,092 as of December 31,
        2006.
   
 
 We
        had
        $628,606 in cash used in operating activities for the nine months ended December
        31, 2006, which included $1,502,498 of net loss and $3,253 of prepaid expenses,
        offset by $860,000 of stock issued for property acquisition in connection
        with
        the issuance of 1,000,000 restricted shares of common stock to West Timmins
        pursuant to the Option Agreement, and $17,145 of accounts payable and accrued
        liabilities.
 
 We
        had
        $634,300 of cash from financing activities for the nine months ended December
        31, 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); 448,000 shares of common stock sold to offshore
        investors in June 2006, for aggregate consideration of $268,800 (or $0.60
        per
        share); and an aggregate of 425,834 shares of common stock sold to two offshore
        investors in August and September 2006, for aggregate consideration of $255,500
        (or $0.60 per share).
 
 We
        currently believe that we will be able to continue our business operations
        for
        the next sixty to ninety days with the approximately $23,000 of cash on hand
        that we had as of February 6, 2007, if no additional funding is raised. We
        plan
        to raise additional funding subsequent to the filing of this report from
        the
        sale of common stock to offshore investors and/or through loans from our
        existing shareholders, of which there can be no assurance. We anticipate
        the
        need for approximately $300,000 to maintain our operations for the next twelve
        months and complete the anticipated exploration activities on the Yoquivo
        Property.
 
 We
        have
        no current commitments 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
        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 sixty to ninety days with the approximately $23,000
        of
        cash we had on hand as of February 6, 2007, however we plan to raise additional
        funds subsequent to the filing of this report through private placements
        of our
        common stock and/or through shareholder loans, of which there can be no
        assurance. If we are unable to raise the additional funds required for planned
        exploration and extraction activities, 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 West Timmins (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 December 31, 2006,
        was
        $1,586,092. We had negative working capital of $12,208 as of December 31,
        2006.
        We are currently being funded by existing shareholders and anticipate being
        able
        to continue our business operations for approximately the next sixty to ninety
        days with the approximately $23,000 of cash on hand as of February 6, 2007,
        and
        plan to raise additional funding subsequent to the filing of this report.
        However, if we do 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 50.2%
        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 50.2% 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 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; ando
              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.
 
 **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 West Timmins Pursuant
        To
        The Option Agreement.**
 
 In
        June
        2006, we entered into an Option Agreement with West Timmins 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 $600,000
        during the twelve months following our entry into the Option Agreement (i.e.
        prior to June 2007) and an additional $400,000 thereafter, prior to the
        twenty-fourth month anniversary of our entry into the Option Agreement (i.e.
        prior to June 2008), towards the exploration of the property. We currently
        have
        paid only approximately $200,000 of this amount and anticipate paying the
        remaining $50,000 which is due to be paid by the end of February 2007 once
        we
        are able to raise additional capital; however, we can provide no assurance
        that
        we will be able to raise the additional capital needed to pay this amount
        and/or
        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;o
              tax
                  rates;o
              inflation
                  rates;o
              political
                  risks and regulatory climate in Canada; ando
              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
        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
        of
        February 6, 2007, 79,657,168 shares of our Common Stock were 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
        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 $512,941 for the three month period ended December
        31,
        2006 and a net loss of $1,502,498 for the nine month period ended December
        31,
        2006, had an accumulated deficit of $1,586,092 as of December 31, 2006, and
        have
        generated 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, 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; ando
              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, 448,000 shares of our common stock to three
        offshore investors in June 2006, at a price of $0.60 per share, and an aggregate
        of 425,834 shares of our common stock to two offshore investors in August
        and
        September 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 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 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.
 
 **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**
 
 In
        September 2006, we issued an aggregate of 500,000 shares of restricted common
        stock to Sydney Resource Corporation ("Sydney"), which later merged with
        Band-Ore Resources, Ltd., and is now known as West Timmins Mining, Inc.,
        in
        connection with the Option Agreement. 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
        September 2006, we sold 345,834 shares of our restricted common stock to
        an
        entity in consideration for $207,500, or $0.60 per share, in connection with
        the
        entity's entry into an offshore subscription agreement. We will claim an
        exemption from registration afforded by Regulation S of the Securities Act
        of
        1933, as amended ("Regulation S"), for the above issuance since the issuance
        will be made to a non-U.S. person (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
        October 2006, we sold 80,000 shares of our restricted common stock to an
        individual in consideration for $48,000, or $0.60 per share, in connection
        with
        the entity's entry into an offshore subscription agreement. We claim an
        exemption from registration afforded by Regulation S, for the above issuance
        since the issuance will be made to a non-U.S. person (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
        November and December 2006, we agreed to issue an aggregate of 300,000 options
        to purchase shares of the Company’s common stock to two consultants of the
        Company, which option grants we later decided to rescind. We are currently
        in
        the process of rescinding the option grants, which have not been included
        in the
        financial statements contained herein. We claim an exemption from registration
        afforded by Section 4(2) of the Securities Act of 1933 since the foregoing
        grant
        did not involve a public offering, the recipient took the options for investment
        and not resale and we took appropriate measures to restrict transfer. No
        underwriters or agents were involved in the foregoing grant and no underwriting
        discount or commission was paid by us.
 
 **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
 
 None.
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None.
 
 **ITEM
        5. OTHER INFORMATION**
 
 It
        has
        come to the attention of our management that information is being distributed
        about us via email by third parties that is not authorized, sanctioned or
        paid
        for by us. We caution investors not to rely on such information and we encourage
        investors and shareholders to visit our website (www.konigsbergcorp.com),
        and/or
        the Commission's website www.sec.gov to review our public filings and results
        of
        operations, for accurate information on us.
 
 **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 78.2093.2(2)
              Certificate
                  of Correction to the Company's Articles of
                  Incorporation10.1(3)
              Stock
                  Purchase Agreement between Susan Downing and Adam
                  Cegielski10.2(4)
              Option
                  Agreement with Sydney (which later merged with another entity and
                  is now
                  known as West Timmins Mining Inc.).10.3*
              Letter
                  of Extension from West Timmins Mining, Inc.31*
              Chief
                  Executive Officer and Chief Financial Officer Certification pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of 200232*
              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
 
 We
        filed
        the following one report on Form 8-K during the three months ended December
        31,
        2006:
 
 October
                  10, 2006 -
              to
                  report the sale of an aggregate of 425,834 shares of our common
                  stock for
                  aggregate consideration of $255,500 (or $0.60 per share) pursuant
                  to
                  offshore subscription agreements.
 
 
 
    
 **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:
                  February 20, 2007
              By:
                  /s/ Adam R. CegielskiAdam
                R. CegielskiChief
                Executive Officer