UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  AMENDMENT NO. 1 TO FORM 10-QSB (Mark One)  x
        Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended December 31, 2005. or  o
        Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from ______to______.  Commission file number 333-126900  HURLEY EXPLORATION INC. (Exact name of registrant as specified in its charter) Delaware
        87-0700927(State or other jurisdiction of
        (I.R.S. Employer Identification No.)incorporation or organization)  1600 Golf Road Suite 1200, Rolling Meadows, Illinois
        60008(Address of principal executive offices)
        (Zip Code)  (847) 956-3330 (Registrants telephone number, including area code)  (Former name, former address and former fiscal year, if changed since last report)  Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNoo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes
        x
        Noo  State the number of shares outstanding of each of the issuers classes of
common equity, as of May 10, 2006: 25,501,500shares of common stock.         HURLEY EXPLORATION INC.

FINANCIAL STATEMENTS



INDEX



PART I-- FINANCIAL INFORMATION




Item 1.
        Financial Statements


Item 2.
        Managements Discussion and Analysis of Financial Condition


Item 3.
        Control and Procedures

PART II-- OTHER INFORMATION




Item 1.
        Legal Proceedings


Item 2.
        Changes in Securities


Item 3.
        Defaults Upon Senior Securities


Item 4.
        Submission of Matters to a Vote of Security Holders


Item 5.
        Other Information


Item 6.
        Exhibits and Reports on Form 8-K

SIGNATURE



Item 1. Financial Information



BASIS OF PRESENTATION



The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended December 31, 2005 are not necessarily indicative of results that may be expected for the year ending June 30, 2006. The financial statements are presented on the accrual basis.















HURLEY EXPLORATION INC.

(an exploration stage company)



FINANCIAL STATEMENTS



AS OF DECEMBER 31, 2005

























HURLEY EXPLORATION INC.

(an exploration stage company)










BALANCE SHEET
        1


STATEMENT OF OPERATIONS
        2


STATEMENT OF STOCKHOLDERS EQUITY
        3


STATEMENT OF CASH FLOWS
        4


FINANCIAL STATEMENT FOOTNOTES
        5































HURLEY EXPLORATION INC.(an exploration stage company)BALANCE SHEETAs of December 31, 2005ASSETSCURRENT ASSETS
        
        
        
        
        12/31/2005Cash
        
        
        
        $
        17,752Total Current Assets
        
        
        17,752TOTAL ASSETS
        
        $
        17,752LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccrued expenses
        
        
        $
        4,400Total Current Liabilities
        
        4,400LONG-TERM LIABILITIESNone
        
        
        
        
        -TOTAL LIABILITIES
        
        
        
        4,400STOCKHOLDERS' EQUITYCommon Stock, $.001 par valueAuthorized: 100,000,000Issued: 25,501,500
        
        
        
        25,502Additional paid in capital
        
        
        70,828Accumulated deficit during exploration stage
        
        (82,978)Total Stockholders' Equity
        
        13,352TOTAL LIABILITIES AND EQUITY
        $
        17,752

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



1





HURLEY EXPLORATION INC.(an exploration stage company)STATEMENT OF OPERATIONSFrom inception (November 12, 2004) through December 31, 2005FROMINCEPTIONREVENUE
        
        
        
        $
        -COST OF SERVICES
        
        
        
        -GROSS PROFIT OR (LOSS)
        
        
        
        -GENERAL AND ADMINISTRATIVE EXPENSES
        
        29,978GENERAL EXPLORATION
        
        
        
        53,000OPERATING LOSS
        
        
        
        
        (82,978)NET LOSS
        
        
        
        
        (82,978)ACCUMMULATED DEFICIT
        
        
        $
        (82,978)Basic earnings (loss) per share
        
        $
        (0.00)Weighted average number of common shares
        
        23,158,458



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



2





HURLEY EXPLORATION INC.(an exploration stage company)STATEMENT OF STOCKHOLDERS' EQUITYAs of December 31, 2005ADDITIONALCOMMON
        PAR
        PAID IN
        
        ACCUM.
        
        TOTALSTOCK
        VALUE
        CAPITAL
        
        DEFICIT
        
        EQUITYStock issued upon incorporation
        20,000,000
        $  20,000
        $             -
        
        $                -
        
        $    20,000on November 12, 2004 forcompensation at $0.001 per shareCommon stock issued for cash
        
        5,400,000
        5,400
        48,600
        
        
        
        54,000during December 2004at $0.01 per shareCommon stock issued for cash
        
        101,500
        102
        22,228
        
        
        
        22,330during June 2005at $0.22 per shareNet income (loss)
        
        
        
        
        
        
        (82,978)
        
        (82,978)Balance, December 31, 2005
        
        25,501,500
        $  25,502
        $    70,828
        
        $   (82,978)
        
        $    13,352



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



3





HURLEY EXPLORATION INC.(an exploration stage company)STATEMENTS OF CASH FLOWSFrom inception (November 12, 2004) through December 31, 2005FROMCASH FLOWS FROM OPERATING ACTIVITIES
        
        
        INCEPTIONNet income (loss)
        
        
        
        $
        (82,978)Adjustments to reconcile net income to net cashprovided by  (used in) operating activities:Compensation in the form of stock
        
        
        20,000Increase (Decrease) in accrued expenses
        
        
        4,400Total adjustments to net income
        
        
        24,400Net cash provided by (used in) operating activities
        
        (58,578)CASH FLOWS FROM INVESTING ACTIVITIESNone
        
        
        
        
        
        -Net cash flows provided by (used in) investing activities
        
        -CASH FLOWS FROM FINANCING ACTIVITIESProceeds from stock issuance
        
        
        
        76,330Net cash provided by (used in) financing activities
        
        76,330CASH RECONCILIATIONNet increase (decrease) in cash
        
        
        
        17,752Cash - beginning balance
        
        
        
        -CASH BALANCE END OF PERIOD
        
        
        $
        17,752

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



4





HURLEY EXPLORATION INC.

(an exploration stage company)



NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2005



NOTE  1  -OPERATIONS  AND  BASIS  OF  PRESENTATION



Hurley Exploration Inc. (the Company), an exploration stage company, was incorporated on November 12, 2004 in the State of Delaware.
The Company is an exploration stage mineral company. On December 3, 2004 the Company became actively engaged in acquiring mineral
properties and raising capital. The Company did not have any significant exploration operations or activities from inception;
accordingly, the Company is deemed to be in the development stage. For purposes of recording the Company's mineral claims in Canada,
the Company acquired claims near Pemberton, British Columbia, and placed them in trust with the Company's President as an individual.



The Companys fiscal year end is June 30.



On December 3, 2004, the Company acquired mineral claims (the Don 1-2 claims) located near Pemberton, British Columbia, Canada. The
property consists two mineral claims that are contiguous hard rock mineral claims covering 655.996 hectares. The Company has
completed a summary geology report and is therefore considered to be in the exploration stage.



The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of
the mineral properties and other assets and the satisfaction of liabilities in the normal course of business. The Company has
incurred losses of from inception to December 31, 2005. The Company has not realized economic production from its mineral properties
as of December 31, 2005. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management
continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the
Company will be successful in continuing to raise additional capital, establishing probable or proven reserves, or determining if the
mineral properties can be mined economically. These financial statements do not include any adjustments that might result from the
outcome of these uncertainties.



NOTE  2  -SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES



Revenue and Cost Recognition



The Company uses the accrual basis of accounting for financial statement reporting. Revenues and expenses are recognized in accordance with Generally Accepted Accounting Principles for the industry. Certain period expenses are recorded when obligations are incurred.



5



HURLEY EXPLORATION INC.

(an exploration stage company)



NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2005



Use  of  Estimates



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



Accounts Receivable, deposits, Accounts Payable and accrued Expenses



Accounts receivable have historically been immaterial and therefore no allowance for doubtful accounts has been established. Normal operating refundable Company deposits are listed as Other Assets. Accounts payable and accrued expenses consist of trade payables created from the normal course of business.



Non-mining Property and Equipment



Property and equipment purchased by the Company are recorded at cost. Depreciation is computed by the straight-line method based upon the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to expense as incurred as are any items purchased which are below the Companys capitalization threshold of $1,000.



For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from accounts, and any related gain or loss is reflected in income for the period.



Income  Taxes



The  Company accounts for income taxes using the liability method which requires recognition  of  deferred tax liabilities and assets for the expected future tax consequences  of  events  that have been included in the financial statements or tax  returns. Deferred  tax  assets and liabilities are determined based on the difference  between  the  financial  statements  and  tax  basis  of  assets and liabilities  using  enacted  tax  rates  in  effect  for  the  year in which the differences  are  expected  to  reverse. The Companys management determines if a valuation allowance is necessary to reduce any tax benefits when the available benefits are more likely than not to expire before they can be used.



6



HURLEY EXPLORATION INC.

(an exploration stage company)



NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2005



Stock  Based  Compensation



In  October  1995,  the Financial Accounting Standards Board issued Statement of Financial  Accounting  Standards  No. 123,  Accounting  for  Stock-Based Compensation,  (SFAS  123),  which  is  effective  for  periods beginning after December  15,  1995. SFAS  123  requires  that  companies  either  recognize compensation  expense  for  grants  of  stock,  stock  options, and other equity instruments  based on fair value or provide pro-forma disclosure of the effect on net  income and earnings per share in the Notes to the Financial Statements. The  Company has adopted SFAS  123  in accounting for stock-based compensation.



Cash  and  Cash  Equivalents, and Credit Risk



For  purposes  of reporting cash flows, the Company considers all cash accounts with maturities of 90 days or less and which are not subject to withdrawal restrictions or penalties, as cash and cash equivalents in the accompanying balance sheet.



The portion of deposits in a financial institution that insures its deposits with the FDIC up to $100,000 per depositor in excess of such insured amounts are not subject to insurance and represent a credit risk to the Company.



Foreign Currency Translation and Transactions



The Companys functional currency is the US dollar. No material translations or transactions have occurred. Upon the occurrence of such material transactions or the need for translation adjustments, the Company will adopt Financial Accounting Standard No. 52 and other methods in conformity with Generally Accepted Accounting Principles.



Earnings  Per  Share



In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings
Per Share. SFAS 128 replaces the presentation of primary earnings per
share with a presentation of basic earnings per share based upon the weighted
average number of common shares for the period.



NOTE  3  -AFFILIATES  AND  RELATED  PARTIES



Significant relationships with (1) companies affiliated through common ownership and/or  management,  and  (2)  other  related  parties  are  as  follows:



7



HURLEY EXPLORATION INC.

(an exploration stage company)



NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2005



The Company has ownership of the Don 1-2 claims which were placed in trust with the Companys President.



The Company has stock-based compensation with directors of the Company as disclosed in Footnote No. 7.



NOTE  4  -MINERAL  PROPERTIES



The  Companys  net  investment in mineral properties include the Don 1-2 claims as described in footnote number 1 have all costs related to the claim have be expended in accordance with Generally Accepted Accounting Principles for the industry . Currently the Company does not have proven reserves by a geological study and will begin to capitalize amortizable property once reserves have been proven.



NOTE  5 -INCOME  TAXES



The Company has available net operating loss carryforwards of $80,978 for financial  statement  and  federal  income  tax  purposes. These  loss  carryforwards  expire  if not used by the year 2025. The Companys management has decided a valuation allowance in the amount of approximately $15,000 is necessary to reduce any tax benefits of using the net operating losses to offset future tax liabilities. The future available  benefits  are  more likely than not to expire before they can be used based on current uncertainties.



NOTE 6 CLAIM AGREEMENT



On December 3, 2004, the Company entered into an agreement with Richard Simpson of Vancouver, BC to acquire 2 rock mineral claims
covering 655.996 hectares. The agreement called for a 100% interest in the claims subject to a 2.5% Net Smelter Royalty (NSR) and a
7.5% Gross Rock Royalty (GRR) for a total of $70,000 of which $53,000 was due and payable upon the close of the agreement. The
Company is required to pay the Vendor a final payment of $17,000 on or before May 31, 2006. 1.5% of the NSR can be acquired for $1.0
million within 12 months from commencement of commercial production. Advance royalties of $25,000 shall be paid annually commencing
36 months from the date of close of the agreement.



NOTE  7 -SHAREHOLDERS  EQUITY



Common Stock



The Company has authorized one hundred million (100,000,000) shares of common stock with a par value of $.001.



8





HURLEY EXPLORATION INC.

(an exploration stage company)



NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2005



Upon in corporation the Company issued 20,000,000 common shares to a director of the Company as compensation in the amount of
$20,000, or $0.001 per share.



During December 2004 the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $54,000 in the issuance of 5,400,000 shares of common stock for the purpose of acquisition and exploration of mining properties. The Companys management considers this offering to be exempt under the Securities Act of 1933.



During June 2005 the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $22,330 in the issuance of 101,500 shares of common stock for the purpose of acquisition and exploration of mining properties. The Companys management considers this offering to be exempt under the Securities Act of 1933.



NOTE  8 -COMMITMENTS  AND  CONTINGENCIES



The Company is required to pay the Vendor a final payment of $17,000 on or before May 31, 2006.  The Company's Don 1-2 claims will
revert back to the seller within no less than a 10 day period if the Company fails to make the $25,000 annual advance royalty
payments per the sales contract commencing 36 months from the date of the agreement.



Management is not aware of any contingent matters that could have a material adverse effect on the Companys financial condition, results of operations, or liquidity.



NOTE  9 -LITIGATION, CLAIMS AND ASSESSMENTS



From time to time in the normal course of business the Company will be involved in litigation. The Companys management has determined any asserted or unasserted claims to be immaterial to the financial statements.





9






Item 2. Managements Discussion and Analysis or Plan of Operation



GENERAL



The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition.



As of December 31, 2005 we had $17,752 cash in the bank. We estimate that in order to carry forward to the next 12 months we will
need $45,000 to pay for office expenses, exploration program and property option payment due on May 31, 2006. The discussion should
be read in conjunction with our financial statements and notes thereto appearing in this prospectus.



The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has experienced losses from inception. The Companys financial position and operating results raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.



Organization



We were organized as a Delaware Corporation on November 12, 2004 for the purpose of locating and developing copper exploration properties in British Columbia.



Overview



We searched for many months for available copper mineral exploration properties in the south west corner of British Columbia.



We entered into an option agreement with Richard Simpson to acquire a 100% interest in the two DON claims. Our mineral claims are situated approximately 21 miles from the Pemberton town site on a bearing of 330 degrees in the Province of British Columbia. The property can be acquired from Simpson by paying him option payments totally $70,000. After we have earned our 100% interest in the DON claims, the property will be subject to a 21⁄2% Net Smelter Return (NSR) of which 1 1/2% can be purchased for $1,000,000. However, if we are unable to delineate commercial quantities of copper on the DON claims we may have to cease operations on the DON claims. We would seek out other properties with mineral potential to carry out exploration programs to replace the DON claims.



Our ability to execute our growth strategy depends in part on our ability to identify and acquire desirable acquisition candidates consisting of suitable exploration properties. Initially we will seek exploration properties held by individuals or small private corporations. We need to diversify our property holdings to improve the likelihood that we secure a property that can be developed into a mine. There can be no assurance that we will finalize and close any transactions or be able to identify suitable acquisition candidates or, to negotiate their acquisition at prices or on terms and conditions favorable to us.



Property Option Payments



We are required to pay Mr. Simpson two Option Payments to keep our Agreement in good standing. We paid $53,000 on December 20, 2004 and are required to pay a further $17,000 by May 31, 2006.







Exploration stage expenses from inception through December 31, 2005 were $53,000 for general exploration costs related to the mineral rights of the exploration property and $27,978 of general and administrative costs for a total expense of $80,978 as captioned in the financial statements statement of operations. These fees were in furtherance of Phase I to purchase and evaluate a property. Fees were incurred in the start-up costs of our company as well as the fees to prepare our audited financial statements and this registration statement. These fees were included in the general and administrative expense as discussed earlier in this paragraph.



Our plan of operations for the next twelve months is to continue exploration activities on the property. We are planning to spend $9,737 on further exploration on the property. If we are successful in raising sufficient capital we hope to carry out most or all of the work described under further exploration in the DON claims sections of this prospectus in the next twelve months. We are current in all of our obligations.



The following is a 12 month budget:




Exploration and site work (samples)
        9,737Property Payment
        17,000Legal and accounting
        12,642General and administrative
        5,621Total
        $45,000

At present, we do not have sufficient cash on hand to complete the filing of this prospectus and meeting our exploration, general and
administration expenses and we must raise more capital by the summer of 2006 to carry out further exploration programs to maintain
our interest in the DON claims. If we are unable to raise sufficient capital to meet our obligations we could lose our interest in
the properties or a portion thereof. We intend to pursue financing activities in the early spring of 2006 following the completion of
the analysis of the initial samples as the exploration activities would not commence until mid-Summer.



We plan to raise a minimum of $45,000 to continue minimum exploration of our properties during the next 12 months through a private placement of debt, convertible securities, or common equity. If we are successful in raising the necessary capital, we may have to significantly dilute the current shareholders. We plan to initially offer the debt or equity to our current shareholders and management. If we are not successful in raising the required capital, we will offer our debt or equity to new investors. At present, we have no specific plans regarding a debt or equity offering, but intend to actively commence raising the required capital during spring of 2006. As an alternative to raising capital through the selling of debt or equity, we will attempt to negotiate a joint venture with an industry partner. If the company is required to enter into a joint venture, we could end up with a minority interest in our
properties. We have not contacted another party in the industry regarding a joint venture. There is no assurance we will raise the necessary capital, therefore there is a significant risk that the company may have to abandon or reduce the size of our property.









Item 3. Controls and Procedures



Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2006. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



Item 1. Legal Proceedings.



The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.



Item 2. Changes in Securities.



None



Item 3. Defaults Upon Senior Securities.



None



Item 4. Submission of Matters to a Vote of Security Holders.



No matter was submitted during the quarter ending December 31, 2005, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.



Item 5. Other Information.



None



Item 6. Exhibits and Reports of Form 8-K.




(a)
        Exhibits


31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002


32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002


(b)
        Reports of Form 8-K


None





SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.




HURLEY EXPLORATION, INC.Registrant


Date: September 12, 2006
        By:/s/ Chet KurzawskiChet KurzawskiPresident, Chief Executive Officer,Chairman of Board of Directors