UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedJanuary
                31, 2006[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the
                transition period ___________to__________Commission
                File Number:333-130586





Edgemont
      Resources Corp.


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





Nevada
            V6K
                2G8(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)




112-2906
                West Broadway,Vancouver,
                B.C., Canada(Address
                of principal executive offices)





778-230-0696(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 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 [ ] Yes
      [X] No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [X] No [ ]





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 7,106,700 common shares as of March 14,
      2006





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]





1
 Table
          of Contents








TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Plan
                of Operation
            4Item
                3:
            Controls
                and Procedures
            8PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            9Item
                2:
            Unregistered
                Sales of Equity Securities and Use
                of Proceeds
            9Item
                3:
            Defaults
                Upon Senior Securities
            9Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            9Item
                5:
            Other
                Information
            9Item
                6:
            Exhibits
            9


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
      unaudited consolidated
      financial statements included in this Form 10-QSB are as follows:





(a)
            Consolidated
                Balance Sheet as of January 31, 2006
                and October 31, 2005 (audited);





(b)
            Unaudited
                Consolidated Statements of Operations for the three
                months ended January 31, 2006 and for the period from inception on
                April
                13, 2005 to January 31, 2006;





(c)
            Unaudited
                Consolidated Statements of Cash Flow for the three
                months ended January 31, 2006 and for the period from inception on
                April
                13, 2005 to January 31, 2006;




(d)
            Notes
                to Unaudited Consolidated Financial
                Statements.





These
      unaudited consolidated financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and the SEC instructions to Form 10-QSB.
      In
      the opinion of management, all adjustments considered necessary for a fair
      presentation have been included. Operating results for the 3 months ended
      January 31, 2006 are not necessarily indicative of the results that can be
      expected for the full year.






3
 Table
          of Contents


****





**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**








**INTERIM
      CONSOLIDATED FINANCIAL STATEMENTS**








**JANUARY
      31, 2006**


(Unaudited)


**(Stated
      in U.S. Dollars)**










Table
            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**INTERIM
      CONSOLIDATED BALANCE SHEETS**





**JANUARY
      31, 2006**


(Unaudited)


**(Stated
      in U.S. Dollars)**








**JANUARY
              31**
            
            
            OCTOBER
                31,**2006**
            
            
            2005**ASSETS****Current**Cash
            **$**
            **68,739**
            
            $
            108,348Exploration
                advances
            
            **8,560**
            
            
            -**77,299**
            
            
            108,348**LIABILITIES****Current**Accounts
                payable and accrued liabilities
            **$**
            **3,019**
            
            $
            16,007Advances
                due to director (Note 4)
            
            **413**
            
            
            413**3,432**
            
            
            16,420**STOCKHOLDERS’
                EQUITY****Share
                Capital**(Note 5)Authorized:90,000,000
                common shares with a par value of $0.001 per share10,000,000
                preferred shares with a par value of $0.001 per shareIssued
                and outstanding:7,106,700
                common shares as at January 31, 2006 and October 31, 2005
            
            **7,107**
            
            
            7,107Additional
                paid-in capital
            
            **100,668**
            
            
            100,668**Deficit
                Accumulated During The Exploration Stage**
            
            **(33,908)**
            
            
            (15,847)**73,867**
            
            
            91,928**$**
            **77,299**
            
            $
            108,348








The
      accompanying notes are an integral part of these financial
      statements







F-1
 Table
            of Contents





**EDGEMONT
        RESOURCES CORP.**
 **(An
        Exploration Stage Company)**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 **(Unaudited)**  **(Stated
        in U.S. Dollars)**


**THREE
                MONTHS**
                **ENDED**
                **JANUARY
                  31**
                **2006**
              
              
              PERIOD
                  FROM
                INCEPTION
                APRIL
                  13, 2005
                TO
                JANUARY
                  31
                2006**Revenue**
              **$**
              **-**
              
              $
              -**Expenses**Office
                  and filing fees
              
              **1,719**
              
              
              2,519Foreign
                  exchange gain
              
              **-**
              
              
              (485)Management
                  fees
              
              **3,900**
              
              
              7,150Mineral
                  property option payments
              
              **2,112**
              
              
              2,112Mineral
                  property exploration expenditures
              
              **1,356**
              
              
              1,356Professional
                  fees
              
              **8,974**
              
              
              21,256**Net
                  Loss For The Period**
              **$**
              **18,061**
              
              $
              33,908**Basic
                  And Diluted Loss Per Share**
              **$**
              **(0.00)****Weighted
                  Average Number Of Shares Outstanding**
              
              **7,106,700**




Prior
        year comparative figures are not presented because the Company was incorporated
        on April 13, 2005.
   The
        accompanying notes are an integral part of these financial
        statements





F-2
 Table
            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**INTERIM
      CONSOLIDATED STATEMENT OF CASH FLOWS**


**(Unaudited)**


**(Stated
      in U.S. Dollars)**






**THREE
                MONTHS**
              **ENDED**
              
              **JANUARY
                31**
              **2006**
            
            
            PERIOD
                FROM
              INCEPTION
              APRIL
                13, 2005
              TO
              JANUARY
                31,
              2006**Cash
                Flows From Operating Activities**Net
                loss for the period
            **$**
            **(18,061)**
            
            $
            (33,908)**Adjustments
                To Reconcile Net Loss To Net Cash Provided By Operating
                Activities**Exchange
                gain
            
            **-**
            
            
            (485)Exploration
                advances
            
            **(8,560)**
            
            
            (8,560)Accounts
                payable and accrued liabilities
            
            **(12,988)**
            
            
            3,019**(39,609)**
            
            
            (39,934)**Cash
                Flows From Financing Activities**Issue
                of common stock
            
            **-**
            
            
            107,775Advances
                due to director
            
            **-**
            
            
            413**-**
            
            
            108,188**Effect
                Of Exchange Rate Changes On Cash**
            
            **-**
            
            
            485**(Decrease)Increase
                In Cash**
            
            **(39,609)**
            
            
            68,739**Cash,
                Beginning Of Period**
            
            **108,348**
            
            
            -**Cash,
                End Of Period**
            **$**
            **68,739**
            
            $
            68,739**Supplementary
                cash flow information****Interest
                Paid**
            **$**
            **-**
            
            $
            -**Income
                Taxes Paid**
            **$**
            **-**
            
            $
            -








Prior
      year comparative figures are not presented because the Company was incorporated
      on April 13, 2005.








The
      accompanying notes are an integral part of these financial
      statements







F-3
 Table
            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**NOTES
      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
      31, 2006**


**(Unaudited)**


**(Stated
      in U.S. Dollars)**








**1.**
            **BASIS
                OF PRESENTATION**




The
      unaudited financial information furnished herein reflects all adjustments,
      which
      in the opinion of management are necessary to fairly state the Company’s
      financial position and the results of its operations for the periods presented.
      This report on Form 10-QSB should be read in conjunction with the Company’s
      financial statements and notes thereto included in the Company’s audited
      financial statements for the fiscal year ended October 31, 2005. The Company
      assumes that the users of the interim financial information herein have read
      or
      have access to the audited financial statements for the preceding fiscal year
      and that the adequacy of additional disclosure needed for a fair presentation
      may be determined in that context. Accordingly, footnote disclosure, which
      would
      substantially duplicate the disclosure contained in the Company’s audited
      financial statements for the fiscal year ended October 31, 2005, has been
      omitted. The results of operations for the three-month period ended January
      31,
      2006 are not necessarily indicative of results for the entire year ending
      October 31, 2006.




**2.**  **OPERATIONS**





a)
            Organization





The
      Company was incorporated under the laws of the State of Nevada, U.S.A., on
      April
      13, 2005. The Company’s principal executive offices are in Vancouver, British
      Columbia, Canada.





b)
            Exploration
                Stage Activities





The
      Company has been in the exploration stage since its formation and has not yet
      realized any revenues from its planned operations. The Company was formed for
      the purpose of acquiring exploration and development stage natural resource
      properties. The Company has not commenced business operations.








**3.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**





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








F-4
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            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**NOTES
      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
      31, 2006**


**(Unaudited)**


**(Stated
      in U.S. Dollars)**








**3.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**(Continued)





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





a)
            Principles
                of Consolidation





These
                consolidated financial statements include the accounts of the Company
                and
                its wholly-owned subsidiary, ERC Explorations Limited. (a British
                Columbia
                corporation). All significant inter-company balances and transactions
                have
                been eliminated on consolidation.





b)
            Exploration
                Stage Company





The
      Company is an exploration stage company as defined in the Statements of
      Financial Accounting Standards No. 7. The Company is devoting substantially
      all
      of its present efforts to establish a new business and none of its planned
      principal operations have commenced. All losses accumulated since inception
      have
      been considered as part of the Company’s development stage
      activities





c)
            Mineral
                Property Acquisition Payments and Exploration
                Costs





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





The
      Company regularly performs evaluations of any investment in mineral properties
      to assess the recoverability and/or the residual value of its investments in
      these assets. All long-lived assets are reviewed for impairment whenever events
      or circumstances change which indicate the carrying amount of an asset may
      not
      be recoverable.





d)  Exploration
      Expenditures





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







F-5
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            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**NOTES
      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
      31, 2006**


**(Unaudited)**


**(Stated
      in U.S. Dollars)**








**3.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**(Continued)





d)  Exploration
      Expenditures (Continued)





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





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





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





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





e)
            Income
                Taxes





The
      Company has adopted Statement of Financial Accounting Standards No. 109 -
“Accounting For Income Taxes” (SFAS 109). This standard requires the use of an
      asset and liability approach for financial accounting and reporting on income
      taxes. If it is more likely than not that some portion, or all if a deferred
      tax
      asset, will not be realized, a valuation allowance is recognized.







F-6
 Table
            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**NOTES
      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
      31, 2006**


**(Unaudited)**


**(Stated
      in U.S. Dollars)**








**3.**  **SIGNIFICANT
      ACCOUNTING POLICIES** (Continued)





f)
            Cash
                and Cash Equivalents





For
      purposes of the consolidated balance sheet and consolidated statement of cash
      flows, the Company considers all highly liquid debt instruments purchased with
      maturity of three months or less to be cash equivalents. At January 31, 2006,
      the Company had no cash equivalents.





g)  Concentration
      of Credit Risk





Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consist of cash.





h)
            Financial
                Instruments





The
      Company’s financial instruments consist of cash, accounts payable and accrued
      liabilities, and advances due to director.




Unless
      otherwise noted, it is management’s opinion that this Company is not exposed to
      significant interest or credit risks arising from these financial instruments.
      The fair value of these financial instruments approximate their carrying values,
      unless otherwise noted.





i)
            Basic
                and Diluted Loss Per Share





In
      accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common
      share is computed by dividing net loss available to common stockholders by
      the
      weighted average number of common shares outstanding. Diluted loss per common
      share is computed similar to basic loss per common share except that the
      denominator is increased to include the number of additional common shares
      that
      would have been outstanding if the potential common shares had been issued
      and
      if the additional common shares were dilutive. At January 31, 2006, the Company
      has no common stock equivalents that were anti-dilutive and excluded in the
      earnings per share computation.





j)
            Foreign
                Currency Translation





The
      Company’s functional currency is the U.S. dollar. Transactions in foreign
      currency are translated into U.S. dollars as follows:





i)
            monetary
                items at the rate prevailing at the balance sheet
                date;


ii)
            non-monetary
                items at the historical exchange
                rate;


iii)
            revenue
                and expense at the average rate in effect during the applicable accounting
                period.







F-7
 Table
            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**NOTES
      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
      31, 2006**


**(Unaudited)**


**(Stated
      in U.S. Dollars)**




**3.  
      SIGNIFICANT ACCOUNTING POLICIES** (Continued)





k)
            Use
                of Estimates





The
      preparation of consolidated financial statements, in conformity with generally
      accepted accounting principles, requires management to make estimates and
      assumptions that affect the amounts reported in the consolidated financial
      statements and accompanying disclosures. Actual results may differ from the
      estimates.





l)
            Recent
                Accounting Pronouncements





In
      December 2004, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standard (SFAS) No. 123R - “Share Based Payment”. SFAS
      No. 123R is a revision of SFAS No. 123 - “Accounting for Stock Based
      Compensation”, and supersedes APB Opinion No. 25 - “Accounting for Stock Issued
      to Employees” and its related implementation guidance. SFAS No. 123R establishes
      standards for the accounting for transactions in which an entity exchanges
      its
      equity instruments for goods or services. It also addresses transactions in
      which an entity incurs liabilities in exchange for goods or services that are
      based on the fair value of the entity’s equity instruments or that may be
      settled by the issuance of those equity instruments. SFAS No. 123R focuses
      primarily on accounting for transactions in which an entity obtains employee
      services in share based payment transactions. SFAS No. 123R requires a public
      entity to measure the cost of employee services received in exchange for an
      award of equity instruments based on the grant date fair value of the award
      (with limited exceptions). That cost will be recognized over the period during
      which an employee is required to provide service in exchange for the award
      - the
      requisite service period (usually the vesting period). SFAS No. 123R requires
      that the compensation cost relating to share based payment transactions be
      recognized in financial statements. That cost will be measured based on the
      fair
      value of the equity or liability instruments issued. Public entities that file
      as small business issuers will be required to apply SFAS No. 123R in the first
      interim or annual reporting period that begins after December 15, 2005. The
      adoption of this standard is not expected to have a material effect on the
      Company’s results of operations or financial position.





In
      December 2004, the FASB issued SFAS No. 153 - “Exchanges of Non-Monetary Assets
      - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29 -
“Accounting for Non-Monetary Transactions” is based on the principle that
      exchanges of non-monetary assets should be measured based on the fair value
      of
      the assets exchanged. The guidance in that Opinion, however, included certain
      exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate
      the exception for non-monetary exchanges of similar productive assets and
      replaces it with a general exception for exchanges of non-monetary assets that
      do not have commercial substance. A non-monetary exchange has commercial
      substance if the future cash flows of the entity are expected to change
      significantly as a result of the exchange.





F-8
 Table
            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**NOTES
      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
      31, 2006**


**(Unaudited)**


**(Stated
      in U.S. Dollars)**








**3.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**(Continued)





l)
            Recent
                Accounting Pronouncements
                (Continued)





The
      provisions of SFAS No. 153 are effective for non-monetary asset exchanges
      occurring in fiscal periods beginning after June 15, 2005. Early application
      is
      permitted and companies must apply the standard prospectively. The adoption
      of
      this standard is not expected to have a material effect on the Company’s results
      of operations or financial position.





In
      March
      2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give
      guidance on the implementation of SFAS No. 123R. The Company will consider
      SAB
      107 during implementation of SFAS No. 123R.





Management
      does not believe that any other recently issued, but not yet effective,
      accounting standards, if currently adopted, could have a material effect on
      the
      accompanying financial statements.




**4.**
            **RELATED
                PARTY TRANSACTION**





The
      Company’s president and director has made payments on behalf of the Company to
      suppliers in the amount of $413. These amounts were advanced without interest
      and are due on demand.




**5.**
            **SHARE
                CAPITAL**





On
      April
      13, 2005, the Company sold 10,000 shares of its common stock at $0.01 per share
      for cash.





On
      July
      27, 2005, the Company sold 4,990,000 shares of its common stock at $0.01 per
      share for cash.





On
      August
      31, 2005, pursuant to an offering memorandum dated August 15, 2005, the Company
      sold 2,084,000 of its common stock at $0.025 per share for cash.





On
      October 28, 2005, pursuant to an offering memorandum dated September 15, 2005,
      the Company sold 20,000 of its common stock at $0.25 per share for
      cash.





On
      October 31, 2005, pursuant to an offering memorandum dated September 15, 2005,
      the Company sold 2,700 of its common stock at $0.25 per share for
      cash.







F-9
 Table
            of Contents







**EDGEMONT
      RESOURCES CORP.**


**(An
      Exploration Stage Company)**





**NOTES
      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
      31, 2006**


**(Unaudited)**


**(Stated
      in U.S. Dollars)**








**6.**
            **COMMITMENTS**





On
      November 3, 2005 the Company formed a wholly-owned subsidiary, ERC Explorations
      Limited. (“ERC”) a company incorporated in British Columbia,
      Canada.





On
      November 28, 2005 ERC entered into a property option agreement with Carl Von
      Einsiedel (“Einsiedel”) and RAM Exploration Ltd., whereby Einsiedel granted an
      option to ERC to acquire up to an 85% interest in the property, and RAM
      Exploration Ltd was appointed as operator of the property. The property subject
      to the option agreement consists of three mineral claims consisting of
      twenty-five cells within the Kamloops Mining Division of British
      Columbia.





The
      option may be exercised at any time subject to ERC paying Einsiedel as
      follows:





$2,112
      ($2,500Cdn) on execution of the agreement (paid);


$2,178
      ($2,500Cdn) on or before December 31, 2006;


$8,713
      ($10,000Cdn) on or before December 31, 2007;


$30,496
      ($35,000Cdn) on or before December 31, 2008.





In
      order
      to exercise the option ERC must also incur aggregate Exploration Expenditures
      of
      not less than:





$8,560
      ($10,000Cdn) on or before December 31, 2006, (paid)


$17,426
      ($20,000Cdn) on or before December 31, 2007;


$52,278
      ($60,000Cdn) on or before December 31, 2008;


$217,825
      ($250,000Cdn) on or before December 31, 2009.





During
      the three month period ended January 31, 2006, ERC made advanced exploration
      advances amounting to $9,916 ($11,650Cdn), of which $1,356 ($1,650 Cdn) has
      been
      expended.





Upon
      Completion Date, or as they may sooner agree, ERC and Einsiedel will enter
      into
      a Joint Venture Agreement. Under the Joint Venture Agreement, ERC will have
      85%
      of the rights to the property and Einsiedel will have 15% of the rights to
      the
      property.







F-10
 Table
          of Contents






**Item
      2.     Plan of
      Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
      the actual effect of future plans or strategies is inherently uncertain. Factors
      which could have a material adverse affect on the operations and future
      prospects of the Company on a consolidated basis include, but are not limited
      to: unanticipated problems relating to exploration, hazards such as pollution,
      or other hazards which cannot be insured against or predicted, changes in
      economic conditions, availability of capital, competition, and generally
      accepted accounting principles .
      These
      risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Further
      information concerning the Company and its business, including additional
      factors that could materially affect the Company’s financial results, is
      included herein and in the Company’s other filings with the SEC.





**Overview**





We
      were
      incorporated on April 13, 2005 under the laws of the state of Nevada for the
      purpose of engaging in mineral exploration.





Under
      the
      terms of a Property Option Agreement dated November 28, 2005 between Mr. Carl
      von Einsiedel, RAM Explorations Ltd., and ERC, our wholly owned mining
      exploration subsidiary, we acquired an option to acquire an 85% interest in
      mineral claims we refer to as the Johnson mineral claims. The Johnson mineral
      claims are located near the town of Louis Creek in the Kamloops Mining Division
      of the Province of British Columbia. We do not have any ownership interest
      in
      the property that is covered by the Johnson mineral claims. These mineral claims
      consist of 3 mineral tenures comprising a total of 25 complete cells and 5
      fractional cells. A cell is a measurement for the area of a mineral claim.
      A
      cell in our optioned mineral claim area is roughly square and encloses
      approximately 60 acres. Our 25 cell plus fractions of cells mineral claim option
      covers an area of approximately 1,502 acres.





There
      are
      no known mineral reserves on the Johnson mineral claims. Exploration of these
      mineral claims is required before a final determination as to their viability
      can be made. Our exploration program commenced in December, 2005. Our option
      on
      this property is currently unexercised. In the event that we do not exercise
      our
      option, we will have no interest in the Johnson mineral claims and will not
      be
      entitled to receive back any monies spent to maintain the option.





There
      is
      no evidence of prior exploration work on the Johnson mineral claims. Geological
      maps show that the mineral claims are covered by natural forming deposits and
      that there is minimal bedrock exposure. The fact that there is minimal bedrock
      exposure has hindered previous exploration efforts on






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the
      Johnson mineral claims and there are no known mineral occurrences within the
      mineral claims area.




Under
        the
        terms of the Property Option Agreement, we will be able to exercise our option
        if we make aggregate payments of $43,499 (50,000 CDN) to the optionor on
        or
        before December 31, 2008 and an additional $296,089 (340,000 CDN) in aggregate
        exploration expenses on or before December 31, 2009. We can exercise our
        option
        at any time prior to December 31, 2009 if we pay $43,499 (50,000 CDN) to
        the
        optionor and incur $296,089 (340,000 CDN) in exploration expenses on the
        Johnson
        mineral claims. We will either satisfy the payment terms of the Property
        Option
        Agreement in the time frame provided thereby resulting in us exercising this
        option or we will fail to satisfy the payment terms and be in default of
        the
        Property Option Agreement. If we are in default of the Property Option
        Agreement, the optionor can terminate Property Option Agreement if we fail
        to
        cure any default within 45 days after the receipt of notice of default. Our
        option will expire if we are in default of the Property Option Agreement
        and
        fail to cure any default within 45 days after the receipt of notice of default.
  Under
      the
      Property Option Agreement, we will acquire an 85% interest in the Johnson
      mineral claims and Mr. von Einsiedel will hold the remaining 15% interest if
      we
      exercise our option. Ram Exploration Ltd., a company owned by Mr. von Einsiedel,
      is the operator of the Johnson mineral claims. As the Operator, Ram is
      responsible for maintaining the mineral claims in good standing with the B.C.
      Mineral Titles Branch and for conducting the exploration activities on the
      property in accordance with Mr. von Einsiedel’s Geological Report.





**Plan
      of Operation**





Our
      business plan is to proceed with the exploration of the Johnson mineral claims
      to determine whether there are commercially exploitable reserves of copper,
      lead/zinc, gold, silver or other metals. We have embarked upon the initial
      phase
      of the exploration program recommended by our consulting geologist. The initial
      phase of the recommended geological exploration program will cost approximately
      $8,300. We have formed a wholly owned subsidiary, ERC Exploration Ltd., a
      British Columbia corporation, which we refer to as ERC. This entity was formed
      for the purpose of conducting our mineral exploration program on our behalf.





We
      had
      $73,867 in working capital as of the three month ended January 31, 2006.
      Accordingly, we have sufficient cash reserves to proceed with our first and
      second year mineral exploration program. The anticipated cost of the initial
      phase of the exploration program is $8,300. We commenced the field work phase
      of
      our initial exploration program in December, 2005. The initial report of our
      consulting geologist is expected to be available by the end of June, 2006.
      Once
      we receive the results of our initial exploration program, our board of
      directors, in consultation with our consulting geologist and the owner of the
      mineral claims, Mr. Carl von Einsiedel, will assess whether to proceed with
      the
      initiation of our second year mineral exploration program. In making this
      determination to proceed with a further exploration program, we will make an
      assessment as to whether the results of the first year exploration phase are
      sufficiently positive to enable us to proceed.





In
      the
      event the results of our first year exploration program prove not to be
      sufficiently positive to proceed with a further exploration on the Johnson
      mineral claims, we intend to seek out and acquire interests in North American
      mineral exploration properties which, in the opinion of our board of directors
      and independent consulting geologist, offer attractive mineral exploration
      opportunities. Presently, we have not given any consideration to the acquisition
      of other exploration properties because we have only recently commenced our
      initial exploration program and have not received any results.






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In
      the
      event our second year mineral exploration program is undertaken, it would likely
      commence in January 2007 and we would expect our consulting geologists’ report
      followed by the report of an independent consulting geologist to be available
      by
      the end of October, 2007. The second year exploration
      program will initially involve a continuation of the initial phase work which
      will cost approximately $8,300. As a result, the first portion first and second
      years of the exploration program could be undertaken without the need for us
      to
      raise additional funding. In order to complete the third year exploration
      program we will incur costs of approximately $33,300 which will require us
      to
      raise additional funding.





In
      the
      event our board of directors, in consultation with an independent consulting
      geologist, chooses to complete the third year mineral exploration program in
      the
      summer of 2008, we will require additional financing. The objective of the
      third
      year exploration program is to identify areas that have a strong likelihood
      of
      hosting mineral deposits that can be explored using diamond drilling
      methods.





A
      fourth
      year exploration program, if undertaken, would likely commence in the summer
      of
      2009. This program would entail Diamond Drilling of between 1,500 to 3,000
      feet
      in 5 to 10 holes.





In
      the
      event we incur mineral exploration expenses beyond the first and second years
      of
      our mineral exploration program, we will need to raise the entire amount of
      the
      exploration program along with additional funds to meet ongoing working capital
      needs.





Upon
      the
      completion of the first four years of exploration phases, or any additional
      programs, which are successful in identifying mineral deposits, we will have
      to
      spend substantial funds on further drilling and engineering studies before
      we
      know that we have a mineral reserve. A mineral reserve is a commercially viable
      mineral deposit.





During
      this exploration stage Mr. Iversen, our President, will only be devoting
      approximately five to ten hours per week of his time to our business. We do
      not
      foresee this limited involvement as negatively impacting our company over the
      next twelve months as all exploratory work is being performed by outside
      consultants. If, however, the demands of our business require more business
      time
      of Mr. Iversen such as raising additional capital or addressing unforeseen
      issues with regard to our exploration efforts, he is prepared to devote more
      time to our business. However, he may not be able to devote sufficient time
      to
      the management of our business, as and when needed.





We
      currently have no specific plans to raise additional capital because the
      necessity of raising additional capital will be based upon the results of the
      first and second years of our exploration program. Our management intends to
      formulate plans regarding the necessity of securing additional funding following
      our receipt of the results of the first two years of the exploration program.
      In
      the event that we require additional funding, we anticipate that such funding
      will be in the form of equity financing from the sale of our common stock.
      However, we cannot provide investors with any assurance that we will be able
      to
      raise sufficient funding from the sale of our common stock to fund additional
      phases of the exploration program, should we decide to proceed. We believe
      that
      debt financing will not be an alternative for funding any further phases in
      our
      exploration program. The risky nature of this enterprise and lack of tangible
      assets places debt financing beyond the credit-worthiness required by most
      banks
      or typical investors of corporate debt until such time as an economically viable
      mine can be demonstrated. We do not have any arrangements in place for any
      future equity financing.





We
      anticipate that we will incur the following expenses over the next twelve
      months :






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·
            $8,300
                in connection with the completion of the initial phase of our recommended
                geological work program





·
            $33,000
                for operating expenses. Of this amount we plan to spend approximately
                $17,400 on general, legal, accounting and administrative expenses
                associated with our becoming a reporting issuer under the Securities
                Exchange Act of 1934 and approximately $15,600 relating to working
                capital. We have allocated this $15,600 of working capital to office
                services to be provided by Evanston Management Ltd.





The
      following table is a summary of the various costs and fees we anticipate that
      we
      will incur through 2009 to implement the exploration of the Johnson mineral
      claims:





2006
            2007
            2008
            2009Exploration
                expenses
            $8,300
            $8,300
            $33,300
            $157,000Payment
                of personal fees to Mr. von Einsiedel
            $2,100
            $9,500
            $29,000
            -Legal
                and Accounting fees
            $17,718
            $10,000
            $10,000
            $10,000Payments
                for administrative services
            $15,600
            $15,600
            $15,600
            $15,600Payments
                to consulting geologist
            -
            $1,200
            -
            -Total
            $43,718
            $44,600
            $87,900
            $182,600





We
      had
      working capital in the amount of $73,867 as of the three months ended January
      31, 2006. Our total expenditures over the next twelve months are anticipated
      to
      be approximately $43,700. If we proceed with the second year of our exploration
      program in 2007, we will have sufficient working capital to finance our second
      year of operations. In the event we determined to complete the third or fourth
      year of our exploration program, we will need to raise additional funds to
      meet
      ongoing working capital needs. We have not taken any specific steps nor have
      any
      specific plans to raise additional capital at the present time.





We
      do not
      have plans to purchase any significant equipment or change the number of our
      employees during the next twelve months. Accordingly, after the next twelve
      months, we will need to obtain additional financing for any new significant
      operational or exploratory expenses.





**Results
      of Operations for Three Months Ending January 31, 2006**





We
      did
      not earn any revenues from inception through the period ending January 31,
      2006.
      We do not anticipate earning revenues until such time that we exercise our
      option and have entered into commercial production of the Johnson mineral
      properties. We are presently in the exploration stage of our business and we
      can
      provide no assurance that we will discover commercially exploitable levels
      of
      mineral resources on the Johnson mineral properties, or if such resources are
      discovered, that we will enter into commercial production.




We
          incurred operating expenses in the amount of $18,061 for the three months
          ended
          on January 31, 2006. These operating expenses included professional fees
          in the
          amount of $8,974, and mineral property exploration expenditures in the
          amount of
          $1,356. The professional fees incurred during the three months ended January
          31,
          2006 primarily consisted of legal fees. We anticipate our operating expenses
          will increase as we undertake our plan of operations. The increase will
          be
          attributable to undertaking the additional phases of our geological exploration
          program. We anticipate our ongoing operating expenses will also increase
          once we
          become a reporting company under the Securities Exchange Act of
          1934.


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**Liquidity
      and Capital Resources**





We
      had
      cash of $68,739 and working capital of $73,867as of January 31, 2006.





We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue exploration activities in the third year of our exploration program
      and
      beyond.





**Off
      Balance Sheet Arrangements**





As
      of
      January 31, 2006, there were no off balance sheet arrangements.





**Item
      3.     Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of January 31, 2006. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Mr. Iversen. Based upon that evaluation, our Chief
      Executive Officer and Chief Financial Officer concluded that, as of January
      31,
      2006, our disclosure controls and procedures are effective. There have been
      no
      significant changes in our internal controls over financial reporting during
      the
      quarter ended January 31, 2006 that have materially affected or are reasonably
      likely to materially affect such controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods 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
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.





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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





**Item
      2.     Unregistered Sales
      of Equity Securities and Use of Proceeds**





On
      March
      3, 2006, the registration statement filed on Form SB-2 (Commission file number
      333-130586) was declared effective by the SEC. This offering has commenced
      and
      is ongoing. This registration statement registered 2,106,700 shares of Common
      Stock on behalf of certain selling shareholders of the company. We will not
      receive any proceeds from this offering and have not made any arrangements
      for
      the sale of these securities.





**Item
      3.     Defaults upon Senior
      Securities**





None





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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended January
      31, 2006.





**Item
      5.     Other
      Information**





None





**Item
      6.      Exhibits**




**Exhibit
                Number**
            **Description
                of Exhibit**3.1
            Articles
                of Incorporation(1)3.2
            By-Laws(1)10.1
            Property
                Option Agreement between ERC Exploration Ltd., Ram Exploration Ltd.
                and
                Mr. Carl von Einsiedel(1)21.1
            Subsidiaries
                of Small Business Issuer(1)31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002


(1) Previously
        filed as an exhibit to the registration statement on Form SB-2 filed on December
        22, 2005






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**SIGNATURES**





In
      accordance with the requirements 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.





**Edgemont
                Resources Corp.**Date:
            March
                14, 2006By:     /s/
                William Iversen
              William
                Iversen
              Title:**President,
                Chief Financial Officer, and
                Director**