**FORM
      10-KSB**









**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**




**Washington,
      D.C. 20549**






**[X]**
            **ANNUALLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES****EXCHANGE
                ACT of 1934 For the year ended April 30, 2007****OR****[
                 ]**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES****EXCHANGE
                ACT of 1934 For the transition period from**







**KINGLAKE
      RESOURCES INC.**





(Name
      of
      small business issuer in its charter)








**Commission
      File Number 333-135871**




**Nevada**
            **None**(State
                or Other Jurisdiction of Organization)
            (IRS
                Employer Identification #)





**Suite
      500-666 Burrard Street, Vancouver, BC,**


**V6C
      3P6 Canada**


(Address
      of principal executive offices, including zip code)






**604-895-7412**


(Registrant's
      Telephone Number, Including Area Code)









Securities
      registered pursuant to Section 12(b) of the Act: **None**





Securities
      registered pursuant to Section 12(g) of the Act: **Common
      Stock, $0.00001 par value**





Check
      if
      the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
      Securities Act.


**YES
      [ ] NO [X]**





Check
      if
      the registrant is not required to file reports pursuant to Section 13 or Section
      15(d) of the Act.


**YES
      [ ] NO [X]**





Check
      whether the registrant is a shell company (as defined in Rule 12b-2 of the
      Act). **YES
      [X] NO [ ]**


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





Check
      if
      no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
      not
      contained herein and will not be contained, to the best of Registrant knowledge,
      in definitive proxy or information statements incorporated by reference in
      Part
      III of this Form 10-KSB or any amendment to this Form 10-KSB. YES [X] NO [
      ]





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of July
      11,
      2007: $0.





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of July 11, 2007: 2,029,000.








**TABLE
      OF CONTENTS**





**PART
                  I**
              PagesItem
                  1. Description of Business
              3Item
                  2. Properties
              15Item
                  3. Legal Proceeding
              15Item
                  4. Submission of Matters to a Vote of Security
                  Holders
              15**PART
                  II**Item
                  5. Market for Common Equity; Related Stockholder
                  Matters
              16Item
                  6. Management's Discussion and Analysis or Plan of
                  Operation
              17**PART
                  III**Item
                  7. Financial Statements and Supplementary
                  Data
              21Item
                  8. Changes in and Disagreements with Accountants on Accounting
                  andFinancial
                  Disclosure
              33Item
                  8A. Controls and Procedures
              33Item
                  9. Directors, Executive Officers, Promoters, and
                  Control Persons
              33Item
                  10. Executive Compensation
              36Item
                  11. Security Ownership of Certain Beneficial Owners
                  and Management
              38Item
                  12. Certain Relationships and Related
                  Transactions
              38**PART
                  IV**Item
                  13. Exhibits
              39Item
                  14. Principal Accountant Fees and
                  Services
              39**Signature
                  Page**
              40








**PART
      I**








**ITEM
      1. BUSINESS**




**General**




We
      were
      incorporated in the State of Nevada on April 14, 2006. We are an exploration
      stage corporation. An exploration stage corporation is one engaged in the search
      from mineral deposits or reserves which are not in either the development or
      production stage. We intend to conduct exploration activities on one property.
      We maintain our statutory registered agent's office at Corporation Trust Company
      of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89544 and our business office
      is located at Suite 500-666 Burrard Street, Vancouver, BC, V6C 3P6 Canada.
      This
      is our mailing address as well. Our telephone number is: 604-895-7412.




There
      is
      no assurance that a commercially viable mineral deposit exists on the property
      and further exploration will be required before a final evaluation as to the
      economic feasibility is determined.






We
      have
      no plans to change its business activities or to combine with another business,
      and are not aware of any events or circumstances that might cause its plans
      to
      change.






**Background**






In
      April
      2006, Xuan Song, our former president and director acquired one mineral property
      containing fourteen mining claims in British Columbia, Canada by arranging
      the
      staking of the same through James W. McLeod, a geologist, a non affiliated
      third
      party. Mr. McLeod is a self-employed contract staker, field worker and
      professional geologist residing in British Columbia.






We
      have
      no revenues, have achieved losses since inception, have no operations, have
      been
      issued a going concern opinion and rely upon the sale of our securities and
      loans from our officers and directors to fund operations.






We
      have
      no plans to change our business activities or to combine with another business,
      and are not aware of any events or circumstances that might cause us to change
      our plans.






Canadian
      jurisdictions allow a mineral explorer to claim a portion of available Crown
      lands as its exclusive area for exploration by depositing posts or other visible
      markers to indicate a claimed area. The process of posting the area is known
      as
      staking. The cost of staking the claim was $3,125 paid to James McLeod. No
      additional payments were made or are due Mr. McLeod for his services. The claims
      were recorded in Mr. Song name to avoid incurring additional costs at this
      time.
      The additional fees would be for incorporation of a British Columbia corporation
      and legal and accounting fees related to the incorporation. On April 18th,
      2006,
      Mr. Song executed a declaration of trust acknowledging that he holds the
      property in trust for us and he will not deal with the property in any way,
      except to transfer the property to us. In the event that Mr. Song transfers
      title to a third party, the declaration of trust will be used as evidence that
      he breached his fiduciary duty to us. Mr. Song has not provided us with a signed
      or executed bill of sale in our favor. Mr. Song will issue a bill of sale to
      a
      subsidiary corporation to be formed by us should mineralized material be
      discovered on the property. Mineralized material is a mineralized body, which
      has been delineated by appropriate spaced drilling or underground sampling
      to
      support sufficient tonnage and average grade of metals to justify
      removal.






Under
      British Columbia law, title to British Columbia mining claims can only be held
      by British Columbia residents. In the case of corporations, title must be held
      by a British Columbia corporation. In order to comply with the law we would
      have
      to incorporate a British Columbia wholly owned subsidiary corporation and obtain
      audited financial statements. We believe those costs would be a waste of our
      money at this time.






In
      the
      event that we find mineralized material and the mineralized material can be
      economically extracted, we will form a wholly owned British Columbia subsidiary
      corporation and Mr. Song will convey title to the property to the wholly owned
      subsidiary corporation. Should Mr. Song transfer title to another person and
      that deed is recorded before we record our documents, that other person will
      have superior title and we will have none. If that event occurs, we will have
      to
      cease or suspend operations. However, Mr. Song will be liable to us for monetary
      damages for breaching the terms of his oral agreement with us to transfer his
      title to a subsidiary corporation we create. To date we have not performed
      any
      work on the property. All Canadian lands and minerals which have not been
      granted to private persons are owned by either the federal or provincial
      governments in the name of Her Majesty. Ungranted minerals are commonly known
      as
      Crown minerals. Ownership rights to Crown minerals are vested by the Canadian
      Constitution in the province where the minerals are located. In the case of
      the
      Company property, that is the province of British Columbia.






In
      the
      19 th century
      the practice of reserving the minerals from fee simple Crown grants was
      established. Legislation now ensures that minerals are reserved from Crown
      land
      dispositions. The result is that the Crown is the largest mineral owner in
      Canada, both as the fee simple owner of Crown lands and through mineral
      reservations in Crown grants. Most privately held mineral titles are acquired
      directly from the Crown. The Company property is one such acquisition.
      Accordingly, fee simple title to the Company property resides with the Crown.






The
      property is comprised of mining leases issued pursuant to the British Columbia
      Mineral Act. The lessee has exclusive rights to mine and recover all of the
      minerals contained within the surface boundaries of the lease continued
      vertically downward. The Crown does not have the right to reclaim provided
      at a
      minimum fee of CDN$100 is paid timely. The Crown could reclaim the property
      in
      an eminent domain proceeding, but would have to compensate the lessee for the
      value of the claim if it exercised the right of eminent domain. It is highly
      unlikely that the Crown will exercise the power of eminent domain. In general,
      where eminent domain has been exercised it has been in connection with
      incorporating the property into a provincial park.






The
      property is unencumbered and there are no competitive conditions which affect
      the property. Further, there is no insurance covering the property and we
      believe that no insurance is necessary since the property is unimproved and
      contains no buildings or improvements.






To
      date
      we have not performed any work on the property. We are presently in the
      exploration stage and we cannot guarantee that a commercially viable mineral
      deposit, a reserve, exists in the property until further exploration is done
      and
      a comprehensive evaluation concludes economic and legal feasibility.






There
      are
      no native land claims that affect title to the property. We have no plans to
      try
      interest other companies in the property if mineralization is found. If
      mineralization is found, we will try to develop the property
      ourselves.






**Claims**






The
      following is a list of tenure numbers, claim, date of recording and expiration
      date of the claims:




**Tenure
                No.**
            **Document
                Description**
            **Date
                  of  Recording**
            **Date
                  of  Expiration**532364
            KRI
            April
                25, 2006
            April
                18, 2008




In
      order
      to maintain these claims we must pay a fee of CND$100 per year per claim.






**Location
      and Access**






The
      property consists of one mineral claim, the tenure #532364 comprised of 12
      contiguous cells and covering an area of 603 acres. The claim is 100% owned
      by
      Xuan Song, our former president.






The
      property is situated in the Intermontane Belt in the South Cariboo Region of
      British Columbia at latitude 50 57' 13" north and 120 55' 27" west and may
      be
      located on the NTS sheet, 92I/15W just east and above the Deadman River valley
      and 3 miles due north of Criss Creek.






The
      property is accessible by traveling west from Cache Creek, British Columbia,
      along Highway #1 for 21 miles to the Deadman River road junction and then north
      for 17 miles along the Deadman River road and then 2 miles east to the
      property.






The
      Deadman River area lies within the Dry Interior biotic zone and experiences
      between 15"-20" of precipitation annually of which about 20% may occur as a
      snow
      equivalent. The summers can experience hot squally weather while the winters
      may
      be cold and last from November through March.






The
      valley bottoms are often open ranchland with conifer forest cover on the hills
      and on the numerous plateaus which accounts for the very active logging and
      ranching industries in the area. Mining of both metals and industrial minerals
      holds an historical and contemporary place in the development and economic
      well
      being of the area.






The
      Town
      of Cache Creek and the City of Kamloops, British Columbia which lie 40 miles
      by
      road west and 60 miles by road east, respectively of the mineral claim area.
      Each center offers varying amounts of infrastructure. Kamloops, B.C. is a
      logistic center that offers all of the necessary infrastructure required to
      base
      and carry-out an exploration or mineral development program, i.e.
      (accommodations, transportation, communications, equipment and supplies). The
      Town of Cache Creek, B.C. offers much less service.






The
      property is located in the south-central part of the South Cariboo Region in
      the
      Interior plateau at the southern end of the mammoth interior basalt flow-lava
      cap. The physiographic setting of the property can be described as moderate
      to
      deeply incised plateau terrain that has been surficially altered both by the
      erosional and depositional (drift cover) effects of glaciation. Many of the
      larger valleys exhibit a broad U-shaped, glacial eroded cross section. Drift
      cover in the valleys may vary considerably. The Deadman River valley is deeply
      incised by erosion with tight valley walls in places. This valley probably
      has
      been effected by a strong underlying north-south fault along its length and
      may
      be a reason for the occurrence of the former producing, Vidette (Lake) Gold
      Mine
      at the northern end of this strong structure.






**History**






There
      is
      no record or evidence of previous exploration or operations on the
      property.






**Regional
      Geology**






The
      area
      is seen to be underlain by rock units ranging in age from the Pennsylvanian
      to
      the Miocene and being mainly of volcanic origin, although some of the older
      units are of intrusive and sedimentary origin. The older units are only found
      along the deep incisions found along some of the deeper water courses, i.e.
      the
      Deadman River and Loon Creek. The youngest, Eocene - Miocene aged volcanic
      flow
      rock units observed occur as alkali basalt flows that occur as cap rocks in
      the
      general area.






**Property
      Geology**






The
      geology of the property area may be described as being underlain by interlayered
      volcano-sediments of the Upper Triassic age Nicola Group. In the northeast
      corner of the mineral claim the Nicola rock units are overlain by a sometimes
      thick Tertiary rhyolite to basalt flows and associated tuffs of Eocene - Miocene
      age. Immediately north of the property, a distance of approximately 16 airmiles
      (slightly longer by road along the Deadman River valley), is the past producing
      Vidette Gold Mine.









**MAP
      1**











**Supplies**






Competition
      and unforeseen limited sources of supplies in the industry could result in
      occasional spot shortages of supplies, such as dynamite, and certain equipment
      such as bulldozers and excavators that we might need to conduct exploration.
      We
      have not attempted to locate or negotiate with any suppliers of products,
      equipment or materials. We will attempt to locate products, equipment and
      materials. If we cannot find the products and equipment we need, we will have
      to
      suspend our exploration plans until we do find the products and equipment we
      need.






**Our
      Proposed Exploration Program**






Our
      exploration target is to find an ore body containing gold. Our success depends
      upon finding mineralized material. This includes a determination by our
      consultant if the property contains reserves. We will select a consultant in
      the
      near future. Mineralized material is a mineralized body, which has been
      delineated by appropriate spaced drilling or underground sampling to support
      sufficient tonnage and average grade of metals to justify removal. If we do
      not
      find mineralized material or we cannot remove mineralized material, either
      because we do not have the money to do it or because it is not economically
      feasible to do it, we will cease operations and you will lose your investment.






In
      addition, we may not have enough money to complete our exploration of the
      property. In that case, we will try to raise additional funds from a second
      public offering, a private placement or loans. At the present time, we have
      not
      made any plans to raise additional money and there is no assurance that we
      would
      be able to raise additional money in the future. In we need additional money
      and
      cant raise it, we will have to suspend or cease operations.






We
      must
      conduct exploration to determine what amount of minerals, if any, exist on
      our
      properties and if any minerals which are found can be economically extracted
      and
      profitably processed.






The
      property is undeveloped raw land. We intend to start exploration operations.
      To
      our knowledge, the property has never been mined. The only event that has
      occurred is the staking of the property by James McLeod and a physical
      examination of the property by Mr. Song, our former president and director.
      The
      cost of staking the claim was included in the $3,125 paid to Mr. McLeod. Before
      minerals retrieval can begin, we must explore for and find mineralized material.
      After that has occurred we have to determine if it is economically feasible
      to
      remove the mineralized material. Economically feasible means that the costs
      associated with the removal of the mineralized material will not exceed the
      price at which we can sell the mineralized material. We can not predict what
      that will be until we find mineralized material.






We
      do not
      know if we will find mineralized material. We believe that activities occurring
      on adjoining properties are not material to our activities. The reason is that
      what ever is located under adjoining property may or may not be located under
      the property.






We
      do not
      claim to have any minerals or reserves whatsoever at this time on any of the
      property.






We
      intend
      to implement an exploration program which consists of core sampling. Core
      sampling is the process of drilling holes to a depth of up to 1,400 feet in
      order to extract samples of earth. Mr. Chen, Xin, our current president, after
      confirming with our consultant, will determine where drilling will occur on
      the
      property. Mr. Chen will not receive fees for his services. The samples will
      be
      tested to determine if mineralized material is located on the property. Based
      upon the tests of the core samples, we will determine if we will terminate
      operations; proceed with additional exploration of the property; or develop
      the
      property. The cash we have is designed to only fund the costs of core sampling
      and testing. We intend to take our core samples to analytical chemists,
      geochemists and registered assayers located in Burnaby, British Columbia. We
      have not selected any of the foregoing as of the date of this report.






We
      estimate the cost of drilling will be $20.00 per foot drilled. We will pay
      a
      consultant up to a maximum of $5,000 per month for his services during the
      three
      month period or a total of $15,000. The total cost for analyzing the core
      samples will be $3,000. We will begin exploration activity next quarter, weather
      permitting.






The
      breakdowns were made in consultation with Mr. McLeod.






We
      do not
      intend to interest other companies in the property if we find mineralized
      materials. We intend to try to develop the reserves ourselves through the use
      of
      consultant. We have no plans to interest other companies in the property if
      we
      do not find mineralized material.






If
      we are
      unable to complete exploration because we do not have enough money, we will
      cease operations until we raise more money. If we cannot or do not raise more
      money, we will cease operations. If we cease operations, we don't know what
      we
      will do and we don't have any plans to do anything else.






We
      cannot
      provide you with a more detailed discussion of how our exploration program
      will
      work and what we expect will be our likelihood of success. That is because
      we
      have a piece of raw land and we intend to look for mineralized material. We
      may
      or may not find any mineralized material. We hope we do, but it is impossible
      to
      predict the likelihood of such an event.






We
      do not
      have any plan to make our company to revenue generation. That is because we
      have
      not found economic mineralization yet and it is impossible to project revenue
      generation from nothing.






We
      anticipate starting exploration activity next quarter, weather permitting.






**Competitive
      Factors**






The
      gold
      mining industry is fragmented, that is there are many, many gold prospectors
      and
      producers, small and large. We do not compete with anyone. That is because
      there
      is no competition for the exploration or removal of minerals from the property.
      We will either find gold on the property or not. If we do not, we will cease
      or
      suspend operations. We are one of the smallest exploration companies in
      existence. We are an infinitely small participant in the gold mining market.
      Readily available gold markets exist in Canada and around the world for the
      sale
      of gold. Therefore, we will be able to sell any gold that we are able to
      recover.






**Regulations**






Our
      mineral exploration program is subject to the Canadian Mineral Tenure Act
      Regulation. This act sets forth rules for




*
            locating
                claims*
            posting
                claims*
            working
                claims*
            reporting
                work performed




We
      are
      also subject to the British Columbia Mineral Exploration Code which tells us
      how
      and where we can explore for minerals. We must comply with these laws to operate
      our business. Compliance with these rules and regulations will not adversely
      affect our operations.






**Environmental
      Law**






We
      are
      also subject to the Health, Safety and Reclamation Code for Mines in British
      Columbia. This code deals with environmental matters relating to the exploration
      and development of mining properties. Its goals are to protect the environment
      through a series of regulations affecting:




1.
            Health
                and Safety2.
            Archaeological
                Sites3.
            Exploration
                Access




We
      are
      responsible to provide a safe working environment, not disrupt archaeological
      sites, and conduct our activities to prevent unnecessary damage to the property.






We
      will
      secure all necessary permits for exploration and, if development is warranted
      on
      the property, will file final plans of operation before we start any mining
      operations. We anticipate no discharge of water into active stream, creek,
      river, lake or any other body of water regulated by environmental law or
      regulation. No endangered species will be disturbed. Restoration of the
      disturbed land will be completed according to law. All holes, pits and shafts
      will be sealed upon abandonment of the property. It is difficult to estimate
      the
      cost of compliance with the environmental law since the full nature and extent
      of our proposed activities cannot be determined until we start our operations
      and know what that will involve from an environmental standpoint.






We
      are in
      compliance with the act and will continue to comply with the act in the future.
      We believe that compliance with the act will not adversely affect our business
      operations in the future.






Exploration
      stage companies have no need to discuss environmental matters, except as they
      relate to exploration activities. The only cost and effect of compliance with
      environmental regulations in British Columbia is returning the surface to its
      previous condition upon abandonment of the property. We believe the cost of
      reclaiming the property will be $750 if we drill 8 holes and $2,625 if we drill
      28 holes. Mr. Song has agreed to pay the cost of reclaiming the property should
      mineralized material not be discovered.






**Subcontractors**






We
      intend
      to use the services of subcontractors for manual labor exploration work on
      our
      properties.






**Employees
      and Employment Agreements**






At
      present, we have no full-time employees. Our two officers and directors are
      part-time employees and each will devote about 10% of their time or four hours
      per week to our operation. Our officers and directors do not have employment
      agreements with us. We presently do not have pension, health, annuity,
      insurance, stock options, profit sharing or similar benefit plans; however,
      we
      may adopt plans in the future. There are presently no personal benefits
      available to our officers and directors. Mr. Chen will handle our administrative
      duties. Because our officers and directors are inexperienced with exploration,
      they will hire qualified persons to perform the surveying, exploration, and
      excavating of the property. As of today, we have not looked for or talked to
      any
      geologists or engineers who will perform work for us in the future. We intend
      to
      do so next quarter.






**Risk
      Factors**






**Please
      consider the following risk factors before deciding to invest in our common
      stock. We discuss all material risks in the risk factors.**






**Risks
      associated with KINGLAKE RESOURCES INC.**






**1.** ***Our
      plan of operation is limited to finding an ore body. As such we have no plans
      for revenue generation. Accordingly, you should not expect any revenues from
      operations.***






Our
      plan
      of operation and the funds we have on hand will be used for exploration of
      the
      property to determine if there is an ore body beneath the surface. Exploration
      does not contemplate removal of the ore. We have no plans or funds for ore
      removal. Accordingly, we will not generate any revenues as a result of your
      investment.






**2.** ***Because
      the probability of an individual prospect ever having reserves is extremely
      remote, any funds spent on exploration will probably be
      lost.***






The
      probability of an individual prospect ever having reserves is extremely remote.
      In all probability the property does not contain any reserves. As such, any
      funds spent on exploration will probably be lost which result in a loss of
      your
      investment.






**3.** ***We
      lack an operating history and have losses which we expect to continue into
      the
      future. As a result, we may have to suspend or cease operations.***






We
      were
      incorporated on April 14, 2006, and we have not started our proposed business
      operations or realized any revenues. We have no operating history upon which
      an
      evaluation of our future success or failure can be made. Our net loss since
      inception is $44,568. To achieve and maintain profitability and positive cash
      flow we are dependent upon:




*
            our
                ability to locate a profitable mineral property*
            our
                ability to generate revenues*
            our
                ability to reduce exploration costs.




Based
      upon current plans, we expect to incur operating losses in future periods.
      This
      will happen because there are expenses associated with the research and
      exploration of our mineral properties. As a result, we may not generate revenues
      in the future. Failure to generate revenues will cause us to suspend or cease
      operations.






**4.** ***Because
      our management does not have technical training or experience in exploring
      for,
      starting, and operating an exploration program, we will have to hire qualified
      personnel. If we can locate qualified personnel, we may have to suspend or
      cease
      operations which will result in the loss of your
      investment.***






Because
      our management is inexperienced with exploring for, starting, and operating
      an
      exploration program, we will have to hire qualified persons to perform
      surveying, exploration, and excavation of the property. Our management has
      no
      direct training or experience in these areas and as a result may not be fully
      aware of many of the specific requirements related to working within the
      industry. Management decisions and choices may not take into account standard
      engineering or managerial approaches, mineral exploration companies commonly
      use. Consequently our operations, earnings and ultimate financial success could
      suffer irreparable harm due to management lack of experience in this industry.
      As a result we may have to suspend or cease operations which will result in
      the
      loss of your investment.






**5.** ***Because
      title to the property is held in the name of one of our former officers, if
      he
      transfers the property to someone other than us, we will cease
      operations*** **.**






Record
      title to the property upon which we intend to conduct exploration activities
      is
      not held in our name. Record title to the property is recorded in the name
      of
      Xuan Song, our former president. If he transfers the property to a third person,
      the third person will obtain good title and we will have nothing. If that
      happens we will be harmed in that we will not own any property and we will
      have
      to cease operations. Under British Columbia law, title to British Columbia
      mining claims can only be held by British Columbia residents. In the case of
      corporations, title must be held by a British Columbia corporation. In order
      for
      us to own record title to the property, we would have to incorporate a British
      Columbia wholly owned subsidiary corporation and obtain audited financial
      statements. We believe those costs would be a waste of our money at this time
      since the legal costs of incorporating a subsidiary corporation, the accounting
      costs of audited financial statements for the subsidiary corporation, together
      with the legal and accounting costs of expanding this registration statement
      would cost several thousands of dollars. Accordingly, we have elected not to
      create the subsidiary at this time, but will do so if mineralized material
      is
      discovered on the property.






**6.** ***Because
      we are small and do not have much capital, we may have to limit our exploration
      activity which may result in a lose of your
      investment.***






Because
      we are small and do not have much capital, we must limit our exploration
      activity. As such we may not be able to complete an exploration program that
      is
      as thorough as we would like. In that event, an existing ore body may go
      undiscovered. Without an ore body, we cannot generate revenues and you will
      lose
      your investment.






**7.** ***Weather
      interruptions in the province of British Columbia may affect and delay our
      proposed exploration operations and as a result, there may be delays in
      generating revenues.***






Our
      proposed exploration work can only be performed approximately five to six months
      out of the year. This is because rain and snow cause the roads leading to our
      claims to be impassible during six to seven months of the year. When roads
      are
      impassible, we are unable to conduct exploration operations on the property
      which will delay the generation of possible revenues by us.






**8.** ***Because
      Mr. Chen and Ms. Shi have other outside business activities, they will only
      be
      devoting 10% of their time, or four hours per week to our operations, our
      operations may be sporadic which may result in periodic interruptions or
      suspensions of exploration*** .






Because
      Mr. Chen and Ms. Shi, our officers and directors, have other outside business
      activities, they will only be devoting 10% of their time, or four hours per
      week, to our operations. As a result, our operations may be sporadic and occur
      at times which are convenient to Mr. Chen and Ms. Shi. As a result, exploration
      of the property may be periodically interrupted or suspended.







**ITEM
      2. DESCRIPTION OF PROPERTY**




Other
      than our interest in the property, we own no plants or other property. With
      respect to the property, our right to conduct exploration activity is based
      upon
      our oral agreement with Mr. Song, our president, director and shareholder.
      Under
      this oral agreement, Mr. Song has allowed us to conduct exploration activity
      on
      the property. Mr. Song holds the property in trust for us pursuant to a
      declaration of trust.






**Claims**






The
      following is a list of tenure numbers, claim, date of recording and expiration
      date of the claims:




**Tenure
                No.**
            **Document
                Description**
            **Date
                  of**Recording
            **Date
                  of**Expiration532364
            KRI
            April
                25, 2006
            April
                18, 2008







In
      order
      to maintain these claims we must pay a fee of CND$100 per year per claim.





**ITEM
      3. LEGAL PROCEEDINGS**




We
      are
      not presently a party to any litigation.








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




During
      the fourth fiscal quarter of 2007, there were no matters submitted to a vote
      of
      our stockholders.













**PART
      II**









**ITEM
      5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.**




No
      market
      exists for our securities and there is no assurance that a regular trading
      market will develop, or if developed, that it will be sustained. A shareholder
      in all likelihood, therefore, will be unable to resell the securities referred
      to herein should he or she desire to do so. Furthermore, it is unlikely that
      a
      lending institution will accept our securities as pledged collateral for loans
      unless a regular trading market develops.






Of
      the
      2,029,000 shares of common stock outstanding as of April 30, 2007, 1,000,000
      shares were owned by our officers and directors and may only be resold in
      compliance with Rule 144 of the Securities Act of 1933.






At
      July
      11, 2007, there were 46 holders of record.






**Status
      of our public offering**






Our
      registration statement was declared effective by the SEC on October 20, 2006.
      We
      filed Post-Effective amendments for registration statement on November 21,
      2006,
      and the amended registration statement was declared effective by the SEC on
      November 30, 2006.




From
      December 01, 2006 to April 30, 2007, the Company sold 1,029,000 shares of common
      stock at a price of $0.10 per share, or a total of $102,900 pursuant to the
      public offering.




**Dividends**






We
      have
      not paid any cash dividends to stockholders. The declaration of any future
      cash
      dividend will be at the discretion of our board of directors and will depend
      upon our earnings, if any, our capital requirements and financial position,
      our
      general economic conditions, and other pertinent conditions. It is our present
      intention not to pay any cash dividends in the foreseeable future, but rather
      to
      reinvest earnings, if any, in our business operations.






**Section
      15(g** ) **of
      the Securities Exchange Act of 1934**






Our
      shares are Penny stocks covered by section 15(g) of the Securities Exchange
      Act
      of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder.
      They
      imposes additional sales practice requirements on broker/dealers who sell such
      securities to persons other than established customers and accredited investors
      (generally institutions with assets in excess of $1,000,000 or individuals
      with
      net worth in excess of $1,000,000 or annual income exceeding $200,000 or
      $300,000 jointly with their spouses). For transactions covered by the Rule,
      the
      broker/dealer must make a special suitability determination for the purchase
      and
      have received the purchaser's written agreement to the transaction prior to
      the
      sale. Consequently, the Rule may affect the ability of broker/dealers to sell
      our securities and also may affect your ability to resell your
      shares.






Section
      15(g) also imposes additional sales practice requirements on broker/dealers
      who
      sell penny securities. These rules require a one page summary of certain
      essential items. The items include the risk of investing in penny stocks in
      both
      public offerings and secondary marketing; terms important to in understanding
      of
      the function of the penny stock market, such as "bid" and "offer" quotes, a
      dealers "spread" and broker/dealer compensation; the broker/dealer compensation,
      the broker/dealers duties to its customers, including the disclosures required
      by any other penny stock disclosure rules; the customers rights and remedies
      in
      causes of fraud in penny stock transactions; and, the NASD's toll free telephone
      number and the central number of the North American Administrators Association,
      for information on the disciplinary history of broker/dealers and their
      associated persons. While Section 15g and Rules 15g-1 through 15g-6 apply to
      broker/dealers, they do not apply to us.






**Securities
      authorized for issuance under equity compensation plans**






We
      do not
      have any equity compensation plans and accordingly we have no securities
      authorized for issuance thereunder.






**ITEM
      6. PLAN OF OPERATIONS.**






We
      are a
      start-up, exploration stage corporation and have not yet generated or realized
      any revenues from our business operations.






Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as an on-going business for the next
      twelve months unless we obtain additional capital to pay our bills. This is
      because we have not generated any revenues and no revenues are anticipated
      until
      we begin removing and selling minerals. There is no assurance we will ever
      reach
      this point. Accordingly, we must raise cash from sources other than the sale
      of
      minerals found on the property. That cash must be raised from other sources.
      Our
      only other source for cash at this time is investments by others. We must raise
      cash to implement our project and stay in business.We believe it will last
      twelve months.






We
      will
      be conducting research in the form of exploration of the property. Our
      exploration program is explained in as much detail as possible in the business
      section of this report. We are not going to buy or sell any plant or significant
      equipment during the next twelve months.






Our
      exploration target is to find an ore body containing gold. Our success depends
      upon finding mineralized material. This includes a determination by our
      consultant if the property contains reserves. We have not selected a consultant
      as of the date of this report. Mineralized material is a mineralized body,
      which
      has been delineated by appropriate spaced drilling or underground sampling
      to
      support sufficient tonnage and average grade of metals to justify removal.
      If we
      do not find mineralized material or we cannot remove mineralized material,
      either because we do not have the money to do it or because it is not
      economically feasible to do it, we will cease operations and you will lose
      your
      investment.






In
      addition, we may not have enough money to complete our exploration of the
      property. If it turns out that we have not enough money to complete our
      exploration program, we will try to raise additional funds from a second public
      offering, a private placement or loans. At the present time, we have not made
      any plans to raise additional money and there is no assurance that we would
      be
      able to raise additional money in the future. In we need additional money and
      cant raise it, we will have to suspend or cease operations.






We
      must
      conduct exploration to determine what amount of minerals, if any, exist on
      our
      properties and if any minerals which are found can be economically extracted
      and
      profitably processed.






The
      property is undeveloped raw land. Exploration and surveying has not been
      initiated and will be initiated next quarter. To our knowledge, the property
      has
      never been mined. The only event that has occurred is the staking of the
      property by James McLeod and a physical examination of the property by Mr.
      Song,
      our former president and director. The cost of staking the claim was included
      in
      the $3,125 paid to James McLeod. No additional payments were made or are due
      to
      Mr. McLeod for his services. The claims were recorded in Mr. Song name to avoid
      incurring additional costs at this time. The additional fees would be for
      incorporation of a British Columbia corporation and legal and accounting fees
      related to the incorporation. On April 18th, 2006, Mr. Song executed a
      declaration of trust acknowledging that he holds the property in trust for
      us
      and he will not deal with the property in any way, except to transfer the
      property to us. In the event that Mr. Song transfers title to a third party,
      the
      declaration of trust will be used as evidence that he breached his fiduciary
      duty to us. Mr. Song has not provided us with a signed or executed bill of
      sale
      in our favor. Mr. Song will issue a bill of sale to a subsidiary corporation
      to
      be formed by us should mineralized material be discovered on the property.
      Mineralized material is a mineralized body, which has been delineated by
      appropriate spaced drilling or underground sampling to support sufficient
      tonnage and average grade of metals to justify removal before minerals retrieval
      can begin, we must explore for and find mineralized material. After that has
      occurred we have to determine if it is economically feasible to remove the
      mineralized material. Economically feasible means that the costs associated
      with
      the removal of the mineralized material will not exceed the price at which
      we
      can sell the mineralized material. We can predict what that will be until we
      find mineralized material. Mr. Song does not have a right to sell the property
      to anyone. He may only transfer the property to us. He may not demand payment
      for the claims when he transfers them to us. Further, Mr. Song does not have
      the
      right to sell the claims at a profit to us if mineralized material is discovered
      on the property. Mr. Song must transfer title to us, without payment of any
      kind, regardless of what is or is not discovered on the property.






We
      do not
      know if we will find mineralized material. We believe that activities occurring
      on adjoining properties are not material to our activities. The reason is that
      what ever is located under adjoining property may or may not be located under
      the property.






We
      do not
      claim to have any minerals or reserves whatsoever at this time on any of the
      property.






We
      intend
      to implement an exploration program which consists of core sampling. Core
      sampling is the process of drilling holes to a depth of up to 1,400 feet in
      order to extract samples of earth. Mr. Chen, Xin, our current president, after
      confirming with our consultant, will determine where drilling will occur on
      the
      property. Mr. Chen will not receive fees for his services. The samples will
      be
      tested to determine if mineralized material is located on the property. Based
      upon the tests of the core samples, we will determine if we will terminate
      operations; proceed with additional exploration of the property; or develop
      the
      property. The cash we have is designed to only fund the costs of core sampling
      and testing. We intend to take our core samples to analytical chemists,
      geochemists and registered assayers located in British Columbia. We have not
      selected any of the foregoing as of the date of this report..






We
      estimate the cost of drilling will be $20.00 per foot drilled. We will drill
      approximately 3,000 linear feet or 8 holes to depth of 300 feet. We will pay
      a
      consultant up to a maximum of $5,000 per month for his services during the
      three
      month period or a total of $15,000. The total cost for analyzing the core
      samples will be $3,000. We will begin exploration activity next quarter, weather
      permitting.






We
      do not
      intend to interest other companies in the property if we find mineralized
      materials. We intend to try to develop the reserves ourselves through the use
      of
      consultant. We have no plans to interest other companies in the property if
      we
      do not find mineralized material. To pay the consultant and develop the
      reserves, we will have to raise additional funds through a second public
      offering, a private placement or through loans. As of the date of this report,
      we have no plans to raise additional funds. Further, there is no assurance
      we
      will be able to raise any additional funds even if we discover mineralized
      material and a have a defined ore body.






If
      we are
      unable to complete any phase of exploration because we do not have enough money,
      we will cease operations until we raise more money. If we can or don raise
      more
      money, we will cease operations. If we cease operations, we don know what we
      will do and we don have any plans to do anything.






We
      do not
      intend to hire additional employees at this time. All of the work on the
      property will be conduct by unaffiliated independent contractors that we will
      hire. The independent contractors will be responsible for surveying, geology,
      engineering, exploration, and excavation. The geologists will evaluate the
      information derived from the exploration and excavation and the engineers will
      advise us on the economic feasibility of removing the mineralized
      material.






**Limited
      Operating History; Need for Additional Capital**






There
      is
      no historical financial information about us upon which to base an evaluation
      of
      our performance. We are an exploration stage corporation and have not generated
      any revenues from operations. We cannot guarantee we will be successful in
      our
      business operations. Our business is subject to risks inherent in the
      establishment of a new business enterprise, including limited capital resources,
      possible delays in the exploration of our properties, and possible cost overruns
      due to price and cost increases in services.






To
      become
      profitable and competitive, we conduct into the research and exploration of
      our
      properties before we start production of any minerals we may find. We are
      seeking equity financing to provide for the capital required to implement our
      research and exploration phases. We believe that the funds we have on hand
      will
      allow us to operate for one year.






We
      have
      no assurance that future financing will be available to us on acceptable terms.
      If financing is not available on satisfactory terms, we may be unable to
      continue, develop or expand our operations. Equity financing could result in
      additional dilution to existing shareholders.






**Liquidity
      and Capital Resources**






We
      have
      limited cash on hand. If we find mineralized material and it is economically
      feasible to remove the mineralized material, we will attempt to raise additional
      money through a subsequent private placement, public offering or through
      loans.






At
      the
      present time, we have not made any arrangements to raise additional cash. If
      we
      need additional cash and can't raise it we will either have to suspend
      operations until we do raise the cash, or cease operations entirely.






We
      acquired one property containing one claim. The property is staked and we will
      begin our exploration plan next quarter. We expect to start exploration
      operations next quarter, weather permitting. As of the date of this report
      we
      have no operations and therefore we haven't generated any revenues.






Since
      inception, we have issued 2,029,000 shares of our common stock and received
      $102,910.00.






In
      April
      2006, we issued 1,000,000 shares of common stock to our officers and directors
      pursuant to the exemption from registration contained in Regulation S of the
      Securities Act of 1993. The purchase price of the shares was $10.00. This was
      accounted for as an acquisition of shares. In April 2007, the Company sold
      1,029,000 shares of common stock at a price of $0.10 per share, or a total
      of
      $102,900 pursuant to a public offering. Ms. Wen Shi covered our initial expenses
      of $42,155 for incorporation, accounting and legal fees from inception till
      now.
      The amount owed to Ms. Shi is non-interest bearing, unsecured and due on demand.
      Further the agreement with Ms. Shi is oral and there is no written document
      evidencing the agreement.






As
      of
      April 30, 2007, our total assets were $101,260 and our total liabilities were
      $53,818.










**PART
      III**







**ITEM
      7.****FINANCIAL
      STATEMENTS.**





**Page**Independent
                Auditors' Report
            F-1Balance
                Sheets
            F-2Statements
                of Operations
            F-3Statements
                of Changes in Stockholders' Deficit
            F-4Statements
                of Cash Flows
            F-5Notes
                to the financial statements
            F-6






**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**






To
      the
      Board of Directors and Stockholders of


Kinglake
      Resources Inc.





I
      have
      audited the accompanying balance sheet of Kinglake Resources Inc. (the
“Company”), an exploration stage company, as of April 30, 2007 and the related
      statements of operations, stockholders’ equity (deficiency), and cash flows for
      the year then ended. These financial statements are the responsibility of the
      Company’s management. My responsibility is to express an opinion on these
      financial statements based on my audit. The financial statements of the Company
      as of April 30, 2006 were audited by other auditors whose report dated June
      12,
      2006 included an explanatory paragraph that described the going concern
      uncertainty discussed in Note 1 to the financial statements.





I
      conducted my audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that I
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. I believe that my audit provides a reasonable
      basis for my opinion.





In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Gold Rock Resources Inc., an
      exploration stage company, as of April 30, 2007 and the results of its
      operations and cash flows for the year then ended in conformity with accounting
      principles generally accepted in the United States.





The
      accompanying financial statements referred to above have been prepared assuming
      that the Company will continue as a going concern. As discussed in Note 1 to
      the
      financial statements, the Company’s present financial situation raises
      substantial doubt about its ability to continue as a going concern. Management’s
      plans in regard to this matter are also described in Note 1. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.







Date: June
              29, 2007
            By:
            /s/ Michael
              T. StuderFreeport,
              New York
            Michael
              T. Studer










**Kinglake
                  Resources Inc.****(An
                  Exploration Stage Company)****Balance
                  Sheets****(Expressed
                  in US Dollars)**April
                  30,2007
              
              2006**ASSETS****Current
                  Assets**Cash
              $
              100,971
              $
              341Prepaid
                  expenses
              
              289
              
              -**Total
                  Current Assets**
              
              101,260
              
              341Mineral
                  claim acquisition costs, less reserve for impairment of$3,125
                  and $3,125, respectively
              
              -
              
              -**Total
                  Assets**
              $
              101,260
              $
              341**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIENCY)****Current
                  Liabilities**Accounts
                  payable and accrued liabilities
              $
              11,663
              $
              7,925Due
                  to related party
              
              42,155
              
              10,806**Total
                  current liabilities**
              
              53,818
              
              18,731**Stockholders'
                  Equity (Deficiency)**Preferred
                  stock, $0.00001 par value; authorized 100,000,000 shares,Issued
                  and outstanding: 0 and 0 shares, respectively
              
              -
              
              -Common
                  stock, $0.00001 par value; authorized 100,000,000 shares,Issued
                  and outstanding: 2,029,000 and 1,000,000 shares,
                  respectively
              
              20
              
              10Additional
                  paid-in capital
              
              110,765
              
              375Deficit
                  accumulated duringthe
                  exploration stage
              
              (63,343)
              
              (18,775)**Total
                  stockholders' equity (deficiency)**
              
              47,442
              
              (18,390)**Total
                  Liabilities and Stockholders' Equity (Deficiency)**
              $
              101,260
              $
              341**See
                  notes to financial statements.**
    **Kinglake
                    Resources Inc.****(An
                    Exploration Stage Company)****Statements
                    of Operations****(Expressed
                    in US Dollars)**Year
                    ended
                  April
                    30, 2007
                
                Period
                    April 14, 2006 (inception) to
                  April
                    30, 2006
                
                Cumulative
                    during the exploration stage(April 14, 2006 to April 30,
                    2007)**Revenues**
                $
                -
                $
                -
                $
                -**Expenses**Donated
                    rent
                
                1,500
                
                125
                
                1,625Donated
                    services
                
                6,000
                
                250
                
                6,250General
                    and administrative
                
                5,132
                
                475
                
                5,607Mineral
                    property impairment
                
                -
                
                3,125
                
                3,125Professional
                    fees
                
                31,936
                
                14,800
                
                46,736Total
                    Costs and Expenses
                
                44,568
                
                18,775
                
                63,343**Net
                    Loss**
                $
                (44,568)
                $
                (18,775)
                $
                (63,343)**Net
                    Loss per share**Basic
                    and diluted
                $
                (0.04)
                $
                (0.02)**Number
                    of common shares used to compute loss per share**Basic
                    and Diluted
                
                1,089,242
                
                1,000,000**See
                    notes to financial statements.**
     **Kinglake
                    Resources Inc.****(An
                    Exploration Stage Company)****Statements
                    of Stockholders' Equity (Deficiency)****For
                    the period April 14, 2006 (Inception) to April 30,
                    2007****(Expressed
                    in US Dollars)**Common
                    Stock, $0.00001 Par Value
                
                Additional
                    Paid-in Capital
                Deficit
                    Accumulated During the Development Stage
                
                Total
                    Stockholders' Equity (Deficiency)Shares
                
                AmountCommon
                    stock issued for cashat
                    a price of $0.00001 per share
                1,000,000
                $
                10
                $
                -
                $
                -
                $
                10Donated
                    services and rent
                -
                
                -
                
                375
                
                -
                
                375Net
                    loss
                -
                
                -
                
                -
                
                (18,775)
                
                (18,775)Balance,
                    April 30, 2006
                1,000,000
                
                10
                
                375
                
                (18,775)
                
                (18,390)Common
                    stock issued for cashat
                    a price of $0.10 per share
                1,029,000
                
                10
                
                102,890
                
                -
                
                102,900Donated
                    services and rent
                -
                
                -
                
                7,500
                
                -
                
                7,500Net
                    loss
                -
                
                -
                
                -
                
                (44,568)
                
                (44,568)Balance,
                    April 30, 2007
                2,029,000
                $
                20
                $
                110,765
                $
                (63,343)
                $
                47,442**See
                    notes to financial statements.**
     **Kinglake
                    Resources Inc.****(An
                    Exploration Stage Company)****Statements
                    of Cash Flows****(Expressed
                    in US Dollars)**Year
                    ended
                  April
                    30, 2007
                
                Period
                    April 14, 2006
                  (inception)
                    to
                  April
                    30, 2006
                
                Cumulative
                    during the
                  exploration
                    stage
                  (April
                    14, 2006 to
                  April
                    30, 2007)**Cash
                    Flows from Operating Activities**Net
                    loss
                $
                (44,568)
                $
                (18,775)
                $
                (63,343)Adjustments
                    to reconcile net loss to net cashused
                    for operating activities:Impairment
                    of mineral claim acquisition costs
                
                -
                
                3,125
                
                3,125Donated
                    services
                
                6,000
                
                250
                
                6,250Donated
                    rent
                
                1,500
                
                125
                
                1,625Changes
                    in operating assets and liabilitiesPrepaid
                    expenses
                
                (289)
                
                -
                
                (289)Accounts
                    payable and accrued liabilities
                
                3,738
                
                7,925
                
                11,663**Net
                    cash provided by (used for) operating activities**
                
                (33,619)
                
                (7,350)
                
                (40,969)**Cash
                    Flows from Investing Activities**Mineral
                    claim acquisition costs incurred
                
                -
                
                (3,125)
                
                (3,125)**Net
                    cash provided by (used for) investing activities**
                
                -
                
                (3,125)
                
                (3,125)**Cash
                    Flows from Financing Activities**Loans
                    from related party
                
                31,349
                
                10,806
                
                42,155Proceeds
                    from sales of common stock
                
                102,900
                
                10
                
                102,910**Net
                    cash provided by (used for) financing activities**
                
                134,249
                
                10,816
                
                145,065**Increase
                    (decrease) in cash**
                
                100,630
                
                341
                
                100,971**Cash,
                    beginning of period**
                
                341
                
                -
                
                -**Cash,
                    end of period**
                $
                100,971
                $
                341
                $
                100,971**Supplemental
                    disclosures of cash flow information:**Interest
                    paid
                $
                -
                $
                -Income
                    taxes paid
                $
                -
                $
                -**See
                    notes to financial statements.**






**KINGLAKE
      RESOURCES INC.**


(An
      Exploration Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS




April
      30,
      2007






Note
      1. Exploration
      Stage Company




Kinglake
      Resources Inc. (the “Company”) was incorporated in the State of Nevada on April
      14, 2006, and that is the inception date. The Company is an Exploration Stage
      Company as defined by Statement of Financial Accounting Standard (SFAS) No.
      7
      "Accounting and Reporting for Development Stage Enterprises". The Company has
      acquired a mineral property located in the Province of British Columbia, Canada,
      and has not yet determined whether this property contains reserves that are
      economically recoverable. The recoverability of the amounts from the property
      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 to complete the development
      of
      the property, and upon future profitable production or proceeds from the sale
      thereof.




These
      financial statements have been prepared on a going concern basis, which implies
      the Company will continue to realize its assets and discharge its liabilities
      in
      the normal course of business. The Company has never generated revenues since
      inception and has never paid any dividends and is unlikely to pay dividends
      or
      generate earnings in the immediate or foreseeable future. The continuation
      of
      the Company as a going concern is dependent upon the continued financial support
      from its shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, and the attainment of profitable operations.
      As at April 30, 2007, the Company has accumulated losses of $63,343 since
      inception. These factors raise substantial doubt regarding the Company’s ability
      to continue as a going concern. These financial statements do not include any
      adjustments to the recoverability and classification of recorded asset amounts
      and classification of liabilities that might be necessary should the Company
      be
      unable to continue as a going concern.




Note
      2. Summary
      of Significant Accounting Policies




a)
            Basis
                of Presentation





These
      financial statements and related notes are presented in accordance with
      accounting principles generally accepted in the United States, and are expressed
      in U.S. dollars.





b)
            Use
                of Estimates





The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.





c)
            Basic
                and Diluted Net Income (Loss) Per
                Share





The
      Company computes net earnings (loss) per share in accordance with SFAS No.
      128,
      " *Earnings
      per Share* ".
      SFAS
      No. 128 requires presentation of both basic and diluted earnings per share
      (EPS)
      on the face of the income statement. Basic EPS is computed by dividing net
      income (loss) available to common shareholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period. Diluted
      EPS gives effect to all dilutive potential common shares outstanding during
      the
      period using the treasury stock method and convertible preferred stock using
      the
      if-converted method. In computing Diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential shares if their effect is anti dilutive.





d)
            Comprehensive
                Loss





SFAS
      No.
      130, “ *Reporting
      Comprehensive Income* ,”
      establishes standards for the reporting and display of comprehensive loss and
      its components in the financial statements. For the year ended April 30, 2007
      and for the period April 14, 2006 (inception) to April 30, 2006, the Company
      had
      no items that represent a comprehensive loss and, therefore, has not included
      a
      schedule of comprehensive loss in the financial statements.





e)
            Cash
                and Cash Equivalents





The
      Company considers all highly liquid instruments with a maturity of three months
      or less at the time of issuance to be cash equivalents.





f)
            Mineral
                Property Costs





The
      Company has been in the exploration stage since its formation on April 14,
      2006
      and has not yet realized any revenues from its planned operations. It is
      primarily engaged in the acquisition and exploration of mining properties.
      Mineral property acquisition costs are capitalized and reviewed periodically
      for
      impairment. Exploration costs are expressed as incurred. When it has been
      determined that a mineral property can be economically developed as a result
      of
      establishing proven and probable reserves, the costs incurred to develop such
      property are capitalized. Such costs will be amortized using the
      units-of-production method over the estimated life of the probable reserve.
      If
      mineral properties are subsequently abandoned or impaired, any capitalized
      costs
      will be charged to operations.





g)
            Financial
                Instruments





The
      fair
      values of financial instruments, which include cash, accounts payable and
      accrued liabilities, and due to related party, approximate their carrying values
      due to the immediate or short-term maturity of these financial instruments.
      The
      Company’s operations are in Canada which results in exposure to market risks
      from changes in foreign currency rates. The financial risk is the risk to the
      Company’s operations that arise from fluctuations in foreign exchange rates and
      the degree of volatility of these rates. Currently, the Company does not use
      derivative instruments to reduce its exposure to foreign currency
      risk.





h)
            Income
                Taxes





Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
“ *Accounting
      for Income Taxes* ”
as
      of
      its inception. Pursuant to SFAS No. 109 the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. Potential benefit
      of
      net operating losses have not been recognized in these financial statements
      because the Company cannot be assured it is more likely than not it will utilize
      the net operating losses carried forward in future years.





i)
            Foreign
                Currency Translation





The
      Company’s functional and reporting currency is the United States dollar.
      Monetary assets and liabilities denominated in foreign currencies are translated
      in accordance with SFAS No. 52, “ *Foreign
      Currency Translation* ”,
      using
      the exchange rate prevailing at the balance sheet date. Gains and losses arising
      on settlement of foreign currency denominated transactions or balances are
      included in the determination of income. Foreign currency transactions are
      primarily undertaken in Canadian dollars. The Company has not, to the date
      of
      these financials statements, entered into derivative instruments to offset
      the
      impact of foreign currency fluctuations.




Note
      3. Related
      Party Balances/Transactions






a)
      During
      the year ended April 30, 2007, the Company recognized a total of $6,000 for
      donated services at $500 per month and $1,500 for donated rent at $250 per
      month
      provided by the former President of the Company. Since November 1, 2006, the
      former President of the Company has no longer been providing donated rent to
      the
      Company.






b)
      At
      April 30, 2007, the Company is indebted to a director of the company for 42,155,
      which is non-interest bearing, unsecured and due on demand.






Note
      4. Mineral
      Properties






In
      April
      2006, the Company, through its President and director, acquired 100% of the
      rights, title and interest in a mining claim representing 12 contiguous cells
      in
      a 3N-4E configuration that represents an area of 603 acres. The property is
      situated due north of Criss Creek and to the east and above the Deadman River
      Valley that is located in the South Cariboo Region of British Columbia, Canada.
      Payment of $3,125 was required to record this mining claim and was subsequently
      paid on May 8, 2006, and the claim is in good standing until April 18, 2008.
      The
      claim is registered in the name of the President of the Company, who has agreed
      to hold the claim in trust on behalf of the Company. At April 30, 2006, the
      claim was deemed to have no value and, accordingly, an impairment loss of $3,125
      was charged to operations in the period then ended.






Note
      5. Preferred
      Stock - Terms and Conditions






The
      preferred stock may be divided into, and issued, in series. The Board of
      Directors of the Company is authorized to divide the authorized shares of
      preferred stock into one or more series, each of which shall be so designated
      as
      to distinguish the shares thereof from the shares of all other series and
      classes. The Board of Directors of the Company is authorized, within any
      limitations prescribed by law and this Article, to fix and determine the
      designations, rights, qualifications, preferences, limitations and terms of
      the
      shares of any series of preferred stock including but not limited to the
      following:






a)
      The
      rate of dividend, the time of payment of dividends, whether dividends are
      cumulative, and the date from which any dividends shall accrue;






b)
      Whether shares may be redeemed, and, if so, the redemption price and the terms
      and conditions of redemption;






c)
      The
      amount payable upon shares in the event of voluntary or involuntary
      liquidation;






d)
      Sinking fund or other provisions, if any, for the redemption or purchase of
      shares;






e)
      The
      terms and conditions on which shares may be converted, if the shares of any
      series are issued with the privilege of conversion;






f)
      Voting
      powers, if any, provided that if any of the preferred stock or series thereof
      shall have voting rights, such preferred stock or series shall vote only on
      a
      share for share basis with the common stock on any matter, including but not
      limited to the election of directors, for which such preferred stock or series
      has such rights; and,






g)
      Subject to the foregoing, such other terms, qualifications, privileges,
      limitations, options, restrictions, and special or relative rights and
      preferences, if any, of shares or such series as the Board of Directors of
      the
      Company may, at the time so acting, lawfully fix and determine under the laws
      of
      the State of Nevada.






The
      Company shall not declare, pay or set apart for payment any dividend or other
      distribution (unless payable solely in shares of common stock or other class
      of
      stock junior to the preferred stock as to dividends or upon liquidation) in
      respect of common stock, or other class of stock junior the preferred stock,
      nor
      shall it redeem, purchase or otherwise acquire for consideration shares of
      any
      of the foregoing, unless dividends, if any, payable to holders of preferred
      stock for the current period (and in the case of cumulative dividends, if any,
      payable to holder of preferred stock for the current period and in the case
      of
      cumulative dividends, if any, for all past periods) have been paid, are being
      paid or have been set aside for payments. In the event of the liquidation of
      the
      Company, holders of preferred stock shall be entitled to receive, before any
      payment or distribution on the common stock or any other class of stock junior
      to the preferred stock upon liquidation, a distribution per share in the amount
      of the liquidation preference, if any, fixed or determined in accordance with
      the terms of such preferred stock plus, if so provided in such terms, and amount
      per share equal to accumulated and unpaid dividends in respect of such preferred
      stock (whether or not earned or declared) to the date of such distribution.






Neither
      the sale, lease or exchange of all or substantially all of the property and
      assets of the Company, nor any consolidation or merger of the Company, shall
      be
      deemed to be a liquidation for the purposes of these terms and
      conditions.




Note
      6. Stockholders’
      Equity





On
      November 30, 2006, the Securities and Exchange Commission declared effective
      the
      Company’s Form SB-2 Registration Statement relating to a public offering of up
      to 2,000,000 shares of common stock at $0.10 per share, or $200,000 total.
      The
      shares are being sold for a period of up to 270 days on a “best efforts, all or
      none basis” as to the first 1,000,000 shares and on a “best efforts basis” as to
      the remaining 1,000,000 shares.





From
      December 01, 2006 to April 30, 2007, the Company sold 1,029,000 shares of common
      stock at a price of $0.10 per share, or a total of $102,900 pursuant to this
      public offering.





At
      April
      30, 2007, there were no outstanding stock options or warrants.




Note
      7. Income
      Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. At April 30, 2007, the Company had a net
      operating loss carryforward of $55,468, which expires $18,400 in 2026 and
      $37,068 in 2027. Pursuant to SFAS No.109, the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. The potential benefits
      of the net operating loss has not been recognized in these financial statements
      because the Company has not determined it to be more likely than not that it
      will utilize the net operating loss carryforward in future years. At April
      30,
      2007, the valuation allowance established against the deferred tax asset is
      $18,859.






The
      components of the net deferred tax asset at April 30, 2007 and the statutory
      tax
      rate, the effective tax rate, and the amount of the valuation allowance are
      scheduled below:




**April
                30,2007**Net
                Losses From Inception
            $
            63,343Less
                donated rent and services
            
            (7,875)Net
                operating loss carryforward for tax purposes
            $
            55,468Statutory
                Tax Rate
            
            34%Effective
                Tax Rate
            
            0%Deferred
                Tax Asset at 34%
            $
            18,859Valuation
                Allowance
            
            (18,859)Net
                Deferred Tax Asset
            $
            -






Note
      8. Commitment





On
      November 1, 2006, the Company signed a lease agreement for office space. The
      term of the lease was one year, commencing November 1, 2006 and expiring October
      31, 2007. The lease provided for monthly rentals of $522.











**ITEM
      8.****CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**.





On
      August
      21, 2006, we engaged Michael T. Studer, C.P.A., P.C., an independent registered
      firm of Certified Public Accountants, as our principal independent accountant
      with the approval of our company's board of directors. Accordingly, we dismissed
      Moen and Company ("Moen"), Chartered Accountants as our independent registered
      public accounting firm. Moen advised us they ceased doing business.





The
      reports of Moen on the consolidated financial statements of the Company as
      of
      and for the years ended April 30, 2006 for the period from the date of inception
      on April 14, 2006, to April 30, 2006 did not contain an adverse opinion or
      disclaimer of opinion, nor were they qualified or modified as to uncertainty,
      audit scope, or accounting principles.





During
      the years ended April 30, 2006 through the date of dismiss, there were no
      disagreements with Moen on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope or procedure, which
      disagreements, if not resolved to the satisfaction of Moen, would have caused
      Moen to make reference to the subject matter of the disagreement in its reports
      on the Company's consolidated financial statements for such periods.





**ITEM
      8A.****CONTROLS
      AND PROCEDURES**.




**(a)**  ***Evaluation
      of Disclosure Controls and Procedures:*** Disclosure controls and procedures are designed to ensure that information
      required to be disclosed in the reports filed or submitted under the Exchange
      Act is recorded, processed, summarized and reported, within the time period
      specified in the SEC's rules and forms. Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed in the reports filed under the Exchange
      Act
      is accumulated and communicated to management, including the Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure. As of the end of the period covered by this
      report, we carried out an evaluation, under the supervision and with the
      participation of our management, including our Chief Executive Officer and
      Chief
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures. Based upon and as of the date of that
      evaluation, the Chief Executive Officer and Chief Financial Officer concluded
      that our disclosure controls and procedures are effective to ensure that
      information required to be disclosed in the reports our files and submits under
      the Exchange Act is recorded, processed, summarized and reported as and when
      required.






**(b)**  ***Changes
      in Internal Control over Financial Reporting:*** There
      were no changes in our internal control over financial reporting identified
      in
      connection with our evaluation of these controls as of the end of the period
      covered by this report that could have affected those controls subsequent to
      the
      date of the evaluation referred to in the previous paragraph, including any
      correction action with regard to significant deficiencies and material weakness.







**ITEM
      9.****DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a)
      OF THE EXCHANGE ACT.**




Each
      of
      our directors serves until his or her successor is elected and qualified. Each
      of our officers is elected by the board of directors to a term of one (1) year
      and serves until his or her successor is duly elected and qualified, or until
      he
      or she is removed from office. The board of directors has no nominating,
      auditing or compensation committees.






The
      name,
      address, age and position of our present sole officer and director is set forth
      below:




**Name
                and Address**
            **Age**
            **Position(s)****Chen,
                Xin**
              People’s
                  University,
                Beijing,
                    China
            45
            president,
                principal executive officer, and director**Wen
                Shi**
              24-6333
                  No. 1 Road
                Richmond,
                    British Columbia
                  Canada
                      V7C 1T4
            36
            secretary,
                treasurer, principal financial officer, principalaccounting
                officer, and director




The
      persons named above are expected to hold their offices/positions until the
      next
      annual meeting of our stockholders.






Our
      former president Mr. Song, Xuan has resigned on October 29, 2006.






**Background
      of Officers and Directors**




Since
      July 2004, Mr. Chen has been the owner of Beijing ENET Information Consulting
      Co. Ltd., located in Beijing, China. Beijing ENET Information Consulting Co.
      Ltd. is engaged in the business of Telecommunication consulting and program
      development. From September 1998 to April 2004, Mr. Chen was a project manager
      for AT&T China, Inc.




Wen
      Shi
      has been our secretary, treasurer, principal financial officer, principal
      accounting officer and director since April 14, 2006. Since July, 2005. Ms.
      Shi
      has been president and chief executive officer of EZ LOGISTICS INC. located
      in
      Richmond, BC, Canada which is engaged in the business importing and exporting
      between China and Canada. Ms. Shi graduated from Beijing Broadcasting Institute
      of TV with a program production art degree in 1991.






**Conflicts
      of Interest**






We
      believe that Mr. Chen and Ms. Shi will not be subject to conflicts of interest
      since we will not acquire any additional properties. No policy has been
      implemented or will be implemented to address conflicts of interest.






In
      the
      event both Mr. Chen and Ms. Shi resign as an officer and director, there will
      be
      no one to run our operations and our operations will be suspended or cease
      entirely.






**Involvement
      in Certain Legal Proceedings**






To
      our
      knowledge, no present or former director or executive officer of our company:
      (1) filed a petition under the federal bankruptcy laws or any state insolvency
      law, nor had a receiver, fiscal agent or similar officer appointed by a court
      for the business or present of such a person, or any partnership in which he
      was
      a general partner at or within two yeas before the time of such filing, or
      any
      corporation or business association of which he was an executive officer within
      two years before the time of such filing; (2) was convicted in a criminal
      proceeding or named subject of a pending criminal proceeding (excluding traffic
      violations and other minor offenses); (3) was the subject of any order, judgment
      or decree, not subsequently reversed, suspended or vacated, of any court of
      competent jurisdiction, permanently or temporarily enjoining him from or
      otherwise limiting the following activities: (i) acting as a futures commission
      merchant, introducing broker, commodity trading advisor, commodity pool
      operator, floor broker, leverage transaction merchant, associated person of
      any
      of the foregoing, or as an investment advisor, underwriter, broker or dealer
      in
      securities, or as an affiliated person, director of any investment company,
      or
      engaging in or continuing any conduct or practice in connection with such
      activity; (ii) engaging in any type of business practice; (iii) engaging in
      any
      activity in connection with the purchase or sale of any security or commodity
      or
      in connection with any violation of federal or state securities laws or federal
      commodity laws; (4) was the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any federal or state authority
      barring, suspending or otherwise limiting for more than 60 days the right of
      such person to engage in any activity described above under this Item, or to
      be
      associated with persons engaged in any such activity; (5) was found by a court
      of competent jurisdiction in a civil action or by the Securities and Exchange
      Commission to have violated any federal or state securities law and the judgment
      in subsequently reversed, suspended or vacate; (6) was found by a court of
      competent jurisdiction in a civil action or by the Commodity Futures Trading
      Commission to have violated any federal commodities law, and the judgment in
      such civil action or finding by the Commodity Futures Trading Commission has
      not
      been subsequently reversed, suspended or vacated.




**No
      Independent Audit Committee**





We
      do not
      have a separately-designated audit committee of the board or any other
      board-designated committee. Audit committee functions are performed by our
      board
      of directors. None of our directors are deemed independent. All directors also
      hold positions as our officers. Our audit committee is responsible for: (1)
      selection and oversight of our independent accountant; (2) establishing
      procedures for the receipt, retention and treatment of complaints regarding
      accounting, internal controls and auditing matters; (3) establishing procedures
      for the confidential, anonymous submission by our employees of concerns
      regarding accounting and auditing matters; (4) engaging outside advisors; and,
      (5) funding for the outside auditory and any outside advisors engagement by
      the
      audit committee.





**No
      Audit Committee Financial Expert**





None
      of
      our directors or officers has the qualifications or experience to be considered
      a financial expert. We believe the cost related to retaining a financial expert
      at this time is prohibitive. Further, because of our limited operations, we
      believe the services of a financial expert are not warranted.







**Code
      of Ethics**






We
      have
      adopted a corporate code of ethics. We believe our code of ethics is reasonably
      designed to deter wrongdoing and promote honest and ethical conduct; provide
      full, fair, accurate, timely and understandable disclosure in public reports;
      comply with applicable laws; ensure prompt internal reporting of code
      violations; and provide accountability for adherence to the code.






**Compliance
      with Section 16(a) of the Securities Act of 1934**






We
      are
      currently not subject to section 16(a) of the Securities Act of
      1934.







**ITEM
      10.****EXECUTIVE
      COMPENSATION**




The
      following table sets forth the compensation paid by us from inception on April
      14, 2006 through April 30, 2007, for each or our officers and directors. This
      information includes the dollar value of base salaries, bonus awards and number
      of stock options granted, and certain other compensation, if any. The
      compensation discussed addresses all compensation awarded to, earned by, or
      paid
      or named executive officers.




**SUMMARY
      COMPENSATION TABLE**





****Name
                and Principal Position****
            **Year**
            **Salary**
              **(US$)**
            **Bonus**
              **(US$)**
            **Stock
                  Awards**
              **(US$)**
            **Option Awards**
              **(US$)**
            **Non-Equity
                  Incentive Plan****Compensation**
              **(US$)**
            **Nonqualified
                  Deferred Compensation Earnings**
              **(US$)**
            **All
                    **Other****
                  **Compen**sation
              **(US$)**
            **Total**
              **(US$)****(a)**
            **(b)**
            **(c)**
            **(d)**
            **(e)**
            **(f)**
            **(g)**
            **(h)**
            **(i)**
            **(j)**Chen,
                Xin
            2007
            0
            0
            0
            0
            0
            0
            0
            0President
            2006
            0
            0
            0
            0
            0
            0
            0
            02005
            0
            0
            0
            0
            0
            0
            0
            0Wen,
                Shi
            2007
            0
            0
            0
            0
            0
            0
            0
            0Secretary
            2006
            0
            0
            0
            0
            0
            0
            0
            02005
            0
            0
            0
            0
            0
            0
            0
            0





We
      have
      not paid any salaries in 2006 and 2007, and we do not anticipate paying any
      salaries at any time in 2007. We will not begin paying salaries until we have
      adequate funds to do so.






**DIRECTOR
      COMPENSATION**





**Fees
                  **Earned
                  **or******
                ****Paid
                  in******Cash**
            **Stock****Awards**
            **Option****Award**
            **Non-Equity******Incentive
                  Plan****
              **Compensation**
            **Nonqualified******Deferred****
              **Compensation****Earnings**
            **All
                  Other**
                **Compensation**
            **Total****Name**
            **(US$)**
            **(US$)**
            **(US$)**
            **(US$)**
            **(US$)**
            **(US$)**
            **(US$)****(a)**
            **(b)**
            **(c)**
            **(d)**
            **(e)**
            **(f)**
            **(g)**
            **(h)**Chen,
                Xin
            2007
            0
            0
            0
            0
            0
            0Wen,
                Shi
            2007
            0
            0
            0
            0
            0
            0






**Long-Term
      Incentive Plan Awards**






We
      do not
      have any long-term incentive plans that provide compensation intended to serve
      as incentive for performance.






**Compensation
      of Directors**






Our
      directors do not receive any compensation for serving as members of the board
      of
      directors.






As
      of the
      date hereof, we have not entered into employment contracts with any of our
      officers and do not intend to enter into any employment contracts until such
      time as it profitable to do so.






**Indemnification**






Under
      our
      Bylaws, we may indemnify an officer or director who is made a party to any
      proceeding, including a law suit, because of his position, if he acted in good
      faith and in a manner he reasonably believed to be in our best interest. We
      may
      advance expenses incurred in defending a proceeding. To the extent that the
      officer or director is successful on the merits in a proceeding as to which
      he
      is to be indemnified, we must indemnify him against all expenses incurred,
      including attorney's fees. With respect to a derivative action, indemnity may
      be
      made only for expenses actually and reasonably incurred in defending the
      proceeding, and if the officer or director is judged liable, only by a court
      order. The indemnification is intended to be to the fullest extent permitted
      by
      the laws of the State of Nevada.






Regarding
      indemnification for liabilities arising under the Securities Act of 1933, which
      may be permitted to directors or officers under Nevada law, we are informed
      that, in the opinion of the Securities and Exchange Commission, indemnification
      is against public policy, as expressed in the Act and is, therefore,
      unenforceable.







**ITEM
      11.****SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**







The
      following table sets forth, as of the date of this report, the total number
      of
      shares owned beneficially by each of our directors, officers and key employees,
      individually and as a group, and the present owners of 5% or more of our total
      outstanding shares. The stockholder listed below has direct ownership of his
      shares and possesses sole voting and dispositive power with respect to the
      shares.






**Name
                and Address**
              ****Beneficial
                Ownership [1]****
            **Percentage
                of Ownership****Chen,
                Xin**
              People’s
                  University
                Beijing,
                    China
            24.64%**Wen
              Shi**
              24-6333
                  No. 1 Road
                Richmond,
                    BC
                  Canada
                      V4P 2J4
            24.64%All
              Officers and Directors as
              a Group (2 persons)
            49.28%




[1]
          The persons named above "promoters" as defined in the Securities
      Exchange Act of 1934. Mr. Chen and Ms. Shi are the only "promoters" of our
      company.






**ITEM
      12.****CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**.




In
      April
      2006, we issued a total of 500,000 shares of restricted common stock to Xuan
      Song, our former president and a member of the board of directors. This was
      accounted for as an acquisition of shares of common stock in the amount of
      $5.00. We also issued a total of 500,000 shares of restricted common stock
      to
      Wen Shi, our secretary and a member of the board of directors. This was
      accounted for as an acquisition of shares of common stock in the amount of
      $5.00.






Mr.
      Song
      resigned from the Company on October 29, 2006. The Company appointed Mr. Chen,
      Xin to replace Mr. Song as our President and a member of the board of directors.
      Mr. Song cancelled his 500,000 shares. The Company issued 500,000 shares of
      restricted common stock to Mr. Chen, Xin, our current president.






Ms.
      Wen
      Shi caused the property, comprised of one, to be staked at a cost of $3,125.
      The
      claims were staked by James McLeod for the $3,125. The terms of the transaction
      with Mr. McLeod were at arm's length and Mr. McLeod was not an affiliate. Mr.
      Song will transfer the claims to us if mineralized material is found on the
      claims. Mr. Song will not receive anything of value for the transfer and we
      will
      not pay any consideration of any kind for the transfer of the
      claims.






Mr.
      Chen
      and Ms. Shi are our only promoters. They have not received nor will they receive
      anything of value from us, directly or indirectly in their capacities as
      promoters.






As
      at
      April 30, 2007, Ms. Shi advanced $42,155 to cover our operational
      expenses.









**PART
      IV**







**ITEM
      13.****EXHIBITS.**





The
      following exhibits are hereby incorporated by reference:





Exhibit
                No.
            Document
                Description3.1
            Articles
                of Incorporation filed as Exhibit 3.1 to a registration statement
                on Form
                SB-2 filed with Commission on July 20, 20063.2
            Bylaws
                filed as Exhibit 3.2 to a registration statement on Form SB-2 filed
                with
                Commission on July 20, 20064.1
            Specimen
                Stock Certificate filed as Exhibit 3.2 to a registration statement
                on Form
                SB-2 filed with Commission on July 20, 200610.1
            Trust
                Agreement between the Company and Mr. Song, Xuan on Form SB-2 filed
                with
                Commission on July 20, 2006





The
      following documents are filed herewith:





Exhibit
                No.
            Document
                Description14.1
            Code
                of Ethics.31.1
            Certification
                of Principal Executive Officer
                pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
                Securities and Exchange Act of 1934, as amended.31.2
            Certification
                of Principal Financial Officer
                pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
                Securities and Exchange Act of 1934, as amended.32.1
            Certification
                pursuant to 18 U.S.C. Section 1350,
                as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                (Chief Executive Officer).32.2
            Certification
                pursuant to 18 U.S.C. Section 1350,
                as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                (Chief Financial Officer).








**ITEM
      14.****PRINCIPAL
      ACCOUNTING FEES AND SERVICES**







**1)
        Audit Fees**






The
      aggregate fees billed for professional services rendered by the principal
      accountant for our audit of annual financial statements and review of financial
      statements included in our Form 10-KSBs or services that are normally provided
      by the accountant in connection with statutory and regulatory filings or
      engagements for those fiscal years was:




2007
            $
            5,000
            Michael
                T. Studer CPA P.C.2006
            $
            0
            Moen
                and Company LLP









**(2)
        Audit-Related Fees**






The
      aggregate fees billed in each of the last two fiscal years for assurance and
      related services by the principal accountants that are reasonably related to
      the
      performance of the audit or review of our financial statements and are not
      reported in the preceding paragraph:




2007
            $
            02006
            $
            0




**(3)
        Tax Fees**






The
      aggregate fees billed in each of the last two fiscal years for professional
      services rendered by the principal accountant for tax compliance, tax advice,
      and tax planning was:




2007
            $
            02006
            $
            0




**(4)
        All Other Fees**






The
      aggregate fees billed in each of the last tow fiscal yeas for the products
      and
      services provided by the principal accountant, other than the services reported
      in paragraphs (1), (2), and (3) was:




2007
            $
            02006
            $
            0




(5)
        Our audit committee's pre-approval policies and procedures described in
      paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
      pre-approve all accounting related activities prior to the performance of any
      services by any accountant or auditor.






(6)
        The percentage of hours expended on the principal accountant's engagement
      to audit our financial statements for the most recent fiscal year that were
      attributed to work performed by persons other than the principal accountant's
      full time, permanent employees was 0%.











**SIGNATURES**






Pursuant
      to the requirements of Section 13 or 15(d) of the Securities and Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized, on this 25th day
      of July, 2007.




**KINGLAKE
              RESOURCES INC.**BY:CHEN,
                XINChen,
                Xin, President and Principal Executive OfficerBY:WEN
                SHIWen
                Shi, Secretary, Treasurer, PrincipalFinancial
                Officer and Principal Accounting
                Officer





Pursuant
      to the requirements of the Securities Act of 1933, this amended Form SB-2
      Registration Statement has been signed by the following persons in the
      capacities and on the dates indicated:





**Signature**
            **Title**
            **Date**CHEN,
                  XIN
            President,
                Principal Executive Officer, and a Member
                of the Board of Directors
            July
                26, 2007Chen,
                XinWEN
                SHI
            Secretary,
                Treasurer, Principal Financial Officer and Principal Accounting Officer
            July
                26, 2007Wen
                Shi
            and
                a Member of a Board
                of Directors