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

Form 10-QSB



|ý | Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended February 28, 2006                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|q | Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________ to ________________
|  | Commission file number 000-50907                                                                                                                         

DOUGLAS LAKE MINERALS INC.



|Nevada 
(State of Incorporation)                                                                                                                                                                                   | 98-0430222
(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------
|Suite 500 - 602 West Hastings, Vancouver, British Columbia, Canada V6B 1B2
Telephone No.: (604) 230-4930(Address and telephone number of Registrant's principal
executive offices and principal place of business)
|Suite 520 - 470 Granville Street, Vancouver, British Columbia, Canada V6C 1V5(Former address, 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 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 ý
    No q

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

As of April 19, 2006, the Company had 5,380,732 outstanding shares of common stock.

Transitional Small Business Disclosure Format (Check one):  Yes q
   No ý













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PART I - FINANCIAL INFORMATION



















































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

Forward Looking Statements

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "hope", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Business Overview

We are a start-up, exploration company and must raise cash in order to implement our business plan and remain in business.

Our continued existence and plans for future growth depend on our ability to obtain the capital necessary to operate by issuance of additional equity shares. We have sufficient funds to take us through our initial exploration program and meet our obligations for the short term.  Our working capital was sufficient to enable us to commence Phase II of our exploration program of our PAC claims.  However, we will require additional financing in order to meet all of our anticipated operating expenses and for any new exploration projects.

In April 2004, we acquired a 100% undivided mineral interest in the two mineral claims (PAC 1 and PAC 2), located in the Coast Range mountains in south-west British Columbia near Squamish, in the Lillooet Mining Divisions.  There is no assurance that a mineral deposit exists on the mineral claim until appropriate geological exploration is done and a final comprehensive evaluation is concluded. There are no mineral reserves on the mineral claim and our proposed exploration program is entirely exploratory in nature.

On August 4, 2005, we entered into three agreements to acquire five prospecting licenses to five properties in Tanzania, which cover an area of approximately 1,037.4 square kilometers in Tanzania.  The three agreements were amended on November 10, 2005 and again on December 1, 2005.  The acquisitions are subject to our due diligence and subject to us being able to close on our acquisition of three prospecting licenses concurrently.  If we are not satisfied with our due diligence by February 28, 2006, we may terminate these agreements.

Our first closing has to occur within 10 business days of us announcing that we are satisfied with our due diligence.  At the first closing, three prospecting licences will be transferred to our name: Prospecting Licence No. 2810/2004 known as "Tabora", Prospecting Licence No. 2683/2004 known as "Ashanti South East" and Prospecting Licence No. 2957/2005 known as "Green Hills South East", and we will issue 16,000,000 restricted stock.

Within 120 days after the first closing, KBT Discovery Group Tanzania Ltd. will cause Prospecting Licence No. 3117/2005 known as "Morogoro" and Prospecting Licence No. 3118/2005 known as "KM 7" to be

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transferred to our name and we will pay KBT $25,000 (the second closing).  Within 6 months after paying the $25,000, we have to pay KBT the balance of the purchase price of $50,000.

Plan of Operations

Our business plan is to proceed with the exploration of the PAC claims to determine whether there are commercially exploitable reserves of base and precious metals.  Upon the recommendations of Glen Macdonald, P. Geo, we decided to embark upon Phase II of the exploration program.  We have started work on Phase II, overseen by us, not a consulting company.  Phase II consists of detailed mapping and sampling of newly discovered areas of interest.  Rock samples are taken from the property and sent to a geochemist for analysis of mineral content.  Mapping consists of documenting our exploration surveys of the property.  Management is now evaluating the initial sampling results to decide whether there is sufficient merit to proceed with Phase ll of the exploration program.

As of February 28, 2006 we had cash on hand of $10,194 enabling us to commence Phase II of the program without additional financing.  The cost and scope of Phase II of the exploration program is estimated at $8,430.

We are also conducting due diligence on the five Tanzanian properties that we propose to acquire.  According to the acquisition agreements, as amended, we have until February 28, 2006 to complete our due diligence on the Tanzanian properties.  The vendors have verbally agreed for us to extend the due diligence review period.  If we are satisfied with our due diligence review and we acquire the Tanzanian properties, we are required to issue up to 16,000,000 shares of our common stock, and pay $25,000 cash within 4 months of closing and another $50,000 cash within 6 months from the date the $25,000 is paid.  If we acquire the Tanzanian properties, we plan to explore the properties to determine whether there are commercially exploitable reserves of base and precious metals.

In February, 2006, the Company entered into a letter of intent with Canaco Resources Inc. ("Canaco"), a public company listed on the TSX Venture Exchange, Canada, to form a strategic alliance for the exploration and development of the Tanzania mineral properties described above. The terms of the strategic alliance will create an obligation for Canaco to provide technical management and fund the initial assessment of the prospects, in exchange for which, Canaco will have the right to earn up to a 70% interest in any prospects that meet the Company's acquisition criteria through specific option agreements on properties of Canaco's choosing.

We are currently seeking opportunities to acquire other mineral exploration properties which, in the opinion of our consulting geologist, offer attractive mineral exploration opportunities.

Results of Operations For the Nine Months Ending February 28, 2006

We did not earn any revenues during the nine months ended February 28, 2006.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties.  We are presently in the exploration stage of our business and we can provide no assurance that we will commence exploration of mineral resources on our properties, or if we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We incurred a loss of $388,567 for the nine months ended February 28, 2006 ("fiscal 2005") compared to a loss of $201,781 for the nine months ended February 28, 2005 ("fiscal 2004"). The increase in our loss was attributable to an increase in general and administrative expenses to $357,479 in fiscal 2005 from $171,981 in fiscal 2004. General and administrative expenses include: consulting fees, management fees and professional fees and travel expenses.  Mineral property costs increased to $26,288 in fiscal 2005 from $21,500 in fiscal 2004. Expenditures increased in fiscal 2005 over fiscal 2004 due to the Company having funds available through equity financings completed in the third and forth quarters of the fiscal year ended May 31, 2005.  As a result, the Company incurred travel and other costs related to mineral

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property investigations in Tanzania.  In fiscal 2004, the Company had limited funds available and as a result had curtailed operations.

Liquidity and Capital Resources

We had cash of $10,194 as of February 28, 2006.  We had cash of $201,600 as of May 31, 2005.  The decrease in cash position of $191,406 was due to the use of cash for operating and general administrative activities of $247,432 being offset by cash proceeds from common stock subscriptions of $59,000.

We anticipate that we will incur for the next 12 months:

|(1) |  | $8,430 for Phase II of our recommended program;     
|--- |  | ----------------------------------------------------
|(2) |  | $100,000 for other exploration programs;            
|(3) |  | $150,000 for Management and Consulting expenses; and
|(4) |  | $85,000 Administration and Operating.               

We have enough cash as of February 28, 2006 to cover Phase II of the recommended program for our Squamish, BC properties.  However we do not have sufficient funds to cover all of our anticipated expenses.  We have not generated revenues and do not expect to generate revenue in the next 12 months.  The Company hopes to raise sufficient funding from the sale of our common stock to fund our operations for the next 12 months.  If we are not successful in raising the necessary funding, we will have to cut back in some expenses.  Without sufficient cash flow, the Company may be dormant during the next twelve months, or until such time as necessary funds are raised in the equity securities market.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.



Item 3. Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended February 28, 2006 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Potential investors should be aware that the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings

None

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

The following sets forth certain information regarding sales of equity securities that were either not registered under the Securities Act or not previously included in a Current Report on Form 8-K during the three months ended February 28, 2006:

None.

Item 3. Defaults upon Senior Securities

None.

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

The Annual Meeting of Shareholders was held on April 7, 2006.  Voting at the meeting was conducted by a show of hands, where on a show of hands each shareholder and each proxyholder had one vote.  There were 6 shareholders and 3 proxyholders present at the meeting.  The description below indicates the number of votes cast for, against or withheld by a show of hands.  The shareholders approved the following at the Annual Meeting:

|   | For                                                      | Against | Abstain
|-- | -------------------------------------------------------- | ------- | -------
|1. | To set the number of directors of the Company at six (6) | 9       | 0      



|2. | To elect a Board of Directors to hold office until the next annual meeting or until their successors are elected and qualified:
|-- | -------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                
|   | Antonia Bold-de-Haughton                                                                                                       
|   | Kulvinder Matharu                                                                                                              
|   | Honorable Joseph Rugumyamheto                                                                                                  
|   | Gurpreet Singh Sangha                                                                                                          
|   | Harpreet Singh Sangha                                                                                                          
|   | Laurence Stephenson                                                                                                            
|   | Honorable Daniel Yona                                                                                                          

|   | For                                                                                     | Against | Abstain
|-- | --------------------------------------------------------------------------------------- | ------- | -------
|3. | Ratification of the appointment of Manning Elliott as our independent auditors.         | 9       | 0      
|4. | Ratification of the repeal of existing bylaws and adoption of new bylaws of the Company | 9       | 0      

At the Annual Meeting, shareholders made an amendment to section 5.09 Chair of Board Meetings to the Company's Amended and Restated Bylaws, and approved of the Bylaws as amended.  The Bylaws as amended by shareholders were attached as an Exhibit to the Company's Form 8-K Current Report dated April 10, 2006.

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Item 5.  Other Information.

None.

Item 6.  Exhibits

|Exhibit No. | Description of Exhibit                                                                                 
|----------- | -------------------------------------------------------------------------------------------------------
|31.1        | Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2        | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
|32.1        | Certifications of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2        | Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    



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SIGNATURES

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

|                     | DOUGLAS LAKE MINERALS INC.                                                                 
|-------------------- | -------------------------------------------------------------------------------------------
|Date: April 19, 2006 | By:   /s/ Harpreet Singh Sangha        Harpreet Singh Sangha, President and CEO            
|Date: April 19, 2006 | By:   /s/ Antonia Bold-de-Haughton        Antonia Bold-de-Haughton, Chief Financial Officer





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