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

Form 10-QSB
(Amendment No. 2)



|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 808, 27 Alexander Street, Vancouver, British Columbia, Canada V6A 1B2
Telephone No.: (604) 230-4930(Address and telephone number of Registrant's principal
executive offices and principal place of business)
|Suite 500 - 602 West Hastings, Vancouver, British Columbia, Canada V6B 1B2(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 q
   No ý
  (As of May 4, 2006).

As of May 8, 2006, the Company had 21,380,732 outstanding shares of common stock.

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

Explanatory Note

This Amendment No. 2 to Douglas Lake Minerals Inc.'s Quarterly Report on Form 10-QSB for the quarter ended February 28, 2006 is being filed to amend and restate our financial statements for the period ended February 28, 2006, because they contain errors in the accounting for unrecognized consulting expenditures.  The restated accompanying consolidated financial statements increases our prepaid expenses by $25,000, increases our current liabilities by $125,000, increases our donated capital by $50,000 and increases net loss for the three month and nine month periods ended February 28, 2006 by $150,000.  Further information on the changes can be found in Note 8 to the accompanying financial statements.

1

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Subsequent to the filing of this Amendment No. 2, we intend to file amended Form 10-KSB for the fiscal year ended May 31, 2006, to amend and restate our audited financial statements for the fiscal year ended May 31, 2006, to correctly record the expenses and liabilities for the fiscal year.

We have amended our disclosures in the Management's Discussion and Analysis section in this quarterly report, where applicable, solely as a result of, and to reflect the restatement, updated the signature page, and are filing as exhibits new certifications by our principal executive officer and principal financial officer required by Sections 302 of the Sarbanes-Oxley Act of 2002.

Except as noted above, this amendment is not intended to supplement, amend or update other information presented in this quarterly report as originally filed.





2

Douglas Lake Minerals, Inc.
	(An Exploration Stage Company) February 28, 2006      IndexBalance Sheets
			F-1Statements of
			Operations
			F-2Statements of Cash
			Flows
			F-3Notes to the
			Financial Statements
			F-4        3




February 28,
			2006
			$
			
			May
			31,
			2005
			$(Restated -
			see Note 8)ASSETSCurrent AssetsCash
			10,194
			
			201,600Prepaid expenses
			32,500
			
			-Total Current Assets
			42,694
			
			201,600Property and Equipment (Note 3)
			433
			
			733Total Assets
			43,127
			
			202,333LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current LiabilitiesAccounts payable
			124,925
			
			30,374Accrued liabilities
			59,736
			
			8,500Due to a related party (Note 4(c))
			127,548
			
			-Total Liabilities
			312,209
			
			38,874Commitments and Contingencies (Notes 1 and 7)Stockholders' Equity (Deficit)Common Stock 
			   Authorized: 100,000,000 shares, $0.001 par value 
			   Issued: 5,380,732 shares (4,058,400 - May 31, 2005)
			5,381
			
			4,058Additional Paid-in Capital
			676,002
			
			283,599Common Stock Subscription Receivable (Note 6 )
			(934)
			
			-Common Stock Subscribed (Note 6)
			-
			
			336,766Donated Capital  (Note 4 (a))
			56,000
			
			6,000Deficit Accumulated During the Exploration
			Stage
			(1,005,531)
			
			(466,964)Total Stockholders' Equity (Deficit)
			(269,082)
			
			163,459Total Liabilities and Stockholders' Equity
			43,127
			
			202,333 F-1 (The
	accompanying notes are an integral part of these financial statements)   Douglas Lake Minerals, Inc.
	(An Exploration Stage Company)
	Statements of Operations
	(Expressed in US dollars)
	(Unaudited) Accumulated
			from January 5, 2004 (Date of Inception) to
			For
			the Three Month Period Ended
			For
			the Three Month Period Ended
			For
			the Nine Month Period Ended
			For
			the Nine Month Period EndedFebruary 28,
			February 28,
			February 28,
			February 28,
			February 28,2006
			2006
			2005
			2006
			2005$
			$
			$
			$
			$(Restated -
			see Note 8)
			(Restated -
			see Note 8)
			
			(Restated - 
			see Note 8)Revenue
			-
			-
			-
			-
			-ExpensesAmortization
			766
			100
			100
			300
			300Donated services (Note 4(a))
			6,000
			-
			500
			-
			3,500General and administrative
			929,922
			248,661
			156,763
			507,479
			171,981Mineral property costs (Note 5)
			56,871
			19,600
			19,000
			26,288
			21,500Rent
			11,972
			1,500
			1,500
			4,500
			4,500Total Expenses
			1,005,531
			269,861
			177,863
			538,567
			201,781Net Loss
			(1,005,531)
			(269,861)
			(177,863)
			(538,567)
			(201,781)Net Loss Per Share - Basic and Diluted
			
			(0.05)
			(0.05)
			(0.11)
			(0.06)Weighted Average Shares Outstanding
			
			5,381,000
			3,586,000
			4,707,000
			3,269,000                        F-2 (The
	accompanying notes are an integral part of these financial statements)   Douglas Lake Minerals, Inc.
	(An Exploration Stage Company)
	Statements of Cash Flows
	(Expressed in US dollars)
	(Unaudited)  Accumulated from 
			January 5, 2004
			(Date of Inception) to
			February 28,
			2006
			$
			For
			the Nine Month Period Ended 
			February 28,
			2006
			$
			For
			the Nine Month Period Ended
			February 28,
			2005
			$(Restated -
			see Note 8)
			(Restated -
			see Note 8)Operating ActivitiesNet loss
			(1,005,531)
			(538,567)
			(201,781)Adjustments to reconcile net loss to net cash
			used in 
			operating activities:Amortization
			766
			300
			300Donated services and expenses
			56,000
			50,000
			3,500Change in operating assets and liabilities:Increase in accounts payable and accrued
			liabilities
			184,661
			145,787
			14,212Increase in due to related parties
			127,548
			127,548
			16,000(Increase) in prepaid expenses
			(32,500)
			(32,500)
			(5,000)Net Cash Used in Operating Activities
			(669,056)
			(247,432)
			(172,769)Investing ActivitiesPurchase of equipment
			(1,199)
			-
			-Net Cash Flows Used In
			Investing Activities
			(1,199)
			-
			-Financing ActivitiesProceeds from
			issuance of common stock
			683,423
			59,000
			229,382Share issue costs
			(2,974)
			(2,974)
			-Net Cash Flows Provided By Financing Activities
			680,449
			56,026
			229,382Increase (decrease) in Cash
			10,194
			(191,406)
			56,613Cash - Beginning of  Period
			-
			201,600
			44,769Cash - End of  Period
			10,194
			10,194
			101,382Supplemental DisclosuresInterest paid
			
			-
			-Income taxes paid
			
			-
			-           F-3 (The
	accompanying notes are an integral part of these financial statements)


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Douglas Lake Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars) 
(Unaudited)

1.   Exploration
Stage Company

The Company was
incorporated in the State of Nevada on January 5, 2004. The Company is an
Exploration Stage Company, as defined by Statement of Financial Accounting
Standard ("SFAS") No.7 "Accounting and Reporting for Development Stage
Companies". The Company's principal business is the acquisition and exploration
of mineral resources. The Company has not presently determined whether its
properties contain mineral reserves that are economically recoverable.

These financial
statements have been prepared on a going concern basis, which implies the
Company will continue to realize its assets and discharge its liabilities in the
normal course of business. The Company has never generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of the Company to obtain necessary equity
financing to continue operations and to determine the existence, discovery and
successful exploitation of economically recoverable reserves in its resource
properties, confirmation of the Company's interests in the underlying
properties, and the attainment of profitable operations. As at February 28,
2006, the Company has accumulated losses of $1,005,531 since inception, and a
working capital deficiency of $269,515. These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. These factors raise
substantial doubt regarding the Company's ability to continue as a going
concern.

The Company filed an
SB-2 Registration Statement with the United States Securities and Exchange
Commission that was declared effective August 11, 2004, to register 1,113,000
shares of common stock for resale by existing shareholders of the Company. The
Company did not receive any proceeds from the resale of shares of common stock
by the selling stockholders. The Company's common shares are traded on the
OTC-BB under the symbol DLKM.

On October 17, 2005,
1,322,332 shares of common stock were issued for cash proceeds of $59,934, less
stock subscription receivable of $934, and offering costs of $2,974.

2.   Summary of
Significant Accounting Policies

a)   Basis of Presentation

These financial
statements and related notes are presented in accordance with accounting
principles generally accepted in the United States, and are expressed in U.S.
dollars. The Company's fiscal year-end is May 31.

b)   Use of Estimates

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

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

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

F-4

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Douglas Lake Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars) 
(Unaudited)

2.   Summary of
Significant Accounting Policies (continued)

d)   Comprehensive Loss

SFAS No. 130,
"Reporting Comprehensive Income," establishes standards for the reporting and
display of comprehensive loss and its components in the financial statements. As
at February 28, 2006 and May 31, 2005, the Company has no items that represent a
comprehensive loss and, therefore, has not included a schedule of comprehensive
loss in the financial statements.

e)   Cash and Cash Equivalents

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

f)    Property and Equipment

Property and
equipment consists of office equipment recorded at cost and amortized on a
straight-line basis over a three-year period.

g)   Mineral Property Costs

The Company has been
in the exploration stage since its inception on January 5, 2004 and has not
realized any revenues from its planned operations. It is primarily engaged in
the acquisition and exploration of mining properties. Mineral property
acquisition and exploration costs are charged to operations as incurred. When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property, are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.

h)   Financial Instruments

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

i)    Income Taxes

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

j)    Foreign Currency Translation

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

F-5

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Douglas Lake Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars) 
(Unaudited)

2.   Summary of Significant Accounting Policies (continued)

k)  Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No.
154, "Accounting Changes and Error Corrections - A Replacement of APB Opinion
No. 20 and SFAS No. 3". SFAS 154 changes the requirements for the accounting for
and reporting of a change in accounting principle and applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. SFAS 154 requires retrospective
application to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. The provisions of SFAS No. 154
are effective for accounting changes and correction of errors made in fiscal
years beginning 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,
FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - An Amendment of APB
Opinion No. 29". The guidance in APB Opinion No. 29, "Accounting for Nonmonetary
Transactions", is based on the principle that exchanges of nonmonetary 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 nonmonetary
exchanges of similar productive assets and replaces it with a general exception
for exchanges of nonmonetary assets that do not have commercial substance. A
nonmonetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. The
provisions of SFAS No. 153 are effective for nonmonetary 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 December 2004, the
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard (SFAS) No. 123R, "Share Based Payment". SFAS 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 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 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS 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 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 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 March 2005, the
SEC staff issued Staff Accounting Bulletin No. 107 ("SAB 107") to give guidance
on the implementation of SFAS 123R. The Company will consider SAB 107 during
implementation of SFAS 123R.

3.   Property and Equipment

|                 |  |       |              | February
		28, | May 31, 
|---------------- |  | ----- | ------------ | -------------- | --------
|                 |  |       |              | 2006           | 2005    
|                 |  |       | Accumulated  | Net Book       | Net Book
|                 |  | Cost  | Amortization | Value          | Value   
|                 |  | $     | $            | $              | $       
|                 |  |       |              |                |         
|Office equipment |  | 1,199 | 766          | 433            | 733     
|                 |  |       |              |                |         

F-6

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Douglas Lake Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars) 
(Unaudited)

4.   Related Party Balances/Transactions

a)  The Company received donated services to December 31, 2004 from the former
President of the Company valued at $500 per month. During the nine month period
ended February 28, 2005, the Company recognized a total of $3,500, for donated
services.

b)  On January 19, 2006, the former President of the Company gifted 50,000
shares of common stock with a fair market value of $50,000 to a consultant
pursuant to a consulting agreement dated December 23, 2005 entered into by the
Company. The gift was recognized as donated capital.

c)  In January, 2005, the Company entered into a twelve month Agreement to pay
the former President of the Company $5,000 per month ($60,000 per year) for
management fees. During the period ended February 28, 2006, the Company incurred
$45,000 in management fees provided by the former President of the Company.

d)  During the nine months ended February 28, 2006, the Company owed the former
President $30,000 in management fees, $4,938 in travel expenses, and owed a
director of the Company $92,610 for expenses paid on behalf of the Company.

e)  In January 2005, the Company entered into an agreement with a consultant for
the provision of consulting services for a period of two years to pay him
$10,000 per month ($120,000 per year) ending on January 1, 2007. This consultant
became the Company's new Chairman of the Board of Directors effective April 7,
2006.  During the nine-month period ended February 28, 2006, the Company paid
$90,000 to this individual.

5.   Mineral Properties

The Company entered
into an Agreement dated April 11, 2004 to acquire a 100% interest in two mineral
claims located near Squamish, British Columbia, Canada, in consideration for a
cash payment of $7,500. The claims are subject to a 2.5% net smelter returns
royalty and a 7.5% gross rock royalty. Advance royalty payments of $25,000 are
due each year commencing April 17, 2007. During the nine-month period ended
February 28, 2006, the Company incurred $6,688 towards mineral property costs
related to these two mineral claims.

6.   Common Stock

In April 2005 the
Company accepted stock subscriptions ("subscription") for 1,322,332 shares of
common stock at $0.30 per share and received cash proceeds of $336,766. During
the nine months ended February 28, 2006, the Company received a further $59,000
in proceeds related to this subscription and $934 is still owed. The shares were
issued on October 17, 2005.

7.   Commitments

a)  In January, 2005, the Company entered into a twelve month Agreement to pay
the former President of the Company $5,000 per month ($60,000 per year) for
management fees. During the nine-month period ended February 28, 2006, the
Company incurred $45,000 in management fees provided by the former President of
the Company.

b)  In January, 2005 the Company entered into a consulting agreement with a
private company owned by the former President of the Company for the provision
of consulting services for a period of one year as required from time to time.
During the nine-month period ended February 28, 2006, the Company paid $Nil to
this private company.

c)  In January 2005, the Company entered into an agreement with a consultant for
the provision of consulting services for a period of two years to pay him
$10,000 per month ($120,000 per year) ending on January 1, 2007.  This
consultant became the Company's new Chairman of the Board of Directors effective
April 7, 2006.  During the nine-month period ended February 28, 2006, the
Company paid $90,000 to this individual.



F-7

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Douglas Lake Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars) 
(Unaudited)

7.   Commitments
(continued)

d)   On August 4, 2005, the Company entered into an Asset Purchase Agreement
(the "KBT Agreement") with KBT Discovery Group Tanzania Ltd. ("KBT"), a company
in which the Company's subsequently appointed Director is the president, to
acquire three Prospecting Licenses, which cover an area of approximately 621
square kilometres in Tanzania, for an aggregate purchase price of $75,000 and
2,800,000 shares of common stock. On November 10, 2005 these were increased to
5,600,000 shares. The acquisition is subject to the Company's due diligence and
the closing of the HG Agreement and the Megadeposit Agreement (refer to notes
(e) and (f). The first closing must occur within 10 business days of the Company
announcing that it is satisfied with the due diligence. At the first closing,
Prospecting Licence No. 2810/2004, known as "Tabora", will be transferred to the
Company's name and the Company will issue 5,600,000 restricted shares of common
stock to KBT. The other two Prospecting Licenses, Prospecting Licence No.
3117/2005 known as "Morogoro" and Prospecting Licence No. 3118/2005 known as "KM
7", are currently in the name of Atlas Africa Limited ("Atlas"), a Tanzanian
company, and KBT has entered into an agreement with Atlas which gives KBT the
right to prospect minerals under the two said Prospecting Licenses. The Company
also has an option to enter into a joint venture with Atlas to prospect and mine
minerals under the two said Prospecting Licenses. Within 120 days after the
first closing, KBT will cause Atlas to terminate the joint venture agreements
and transfer the Morogoro and KM 7 Prospecting Licenses to the Company's name
and then the Company will pay KBT $25,000 (the second closing). Within 6 months
after paying the $25,000, the Company will pay KBT the balance of the purchase
price of $50,000. During the period, the title to the Prospecting Licenses was
transferred to the Company, although the Company has not completed its due
diligence and the transaction has not closed.

e)   On August 4, 2005, the Company entered into an Asset Purchase Agreement
(the "HG Agreement") with Hydro-Geos Consulting Group Tanzania Limited ("HG"), a
company in which the Company's subsequently appointed Director is the president,
to acquire Prospecting License No. 2683/2004 known as "Ashanti South East",
which covers an area of approximately 210 square kilometres in Tanzania, for an
aggregate purchase price of 2,600,000 shares of common stock. On November 10,
2005 these were increased to 5,200,000 shares. The acquisition is subject to the
Company's due diligence and the closing of the KBT Agreement and the Megadeposit
Agreement. The closing must occur within 10 business days of the Company
announcing it is satisfied with the due diligence. At closing, Prospecting
License Ashanti South East will be transferred to the Company's name and the
Company will issue 5,200,000 restricted shares of common stock to HG. During the
period, the title to the Prospecting Licenses was transferred to the Company,
although the Company has not completed its due diligence and the transaction has
not closed.

f)    On August 4, 2005, the Company entered into an Asset Purchase Agreement
(the "Megadeposit Agreement") with Megadeposit Explorers Limited
("Megadeposit"), a company in which the Company's subsequently appointed
Director is the president, to acquire Prospecting Licence Renewal No. 2957/2005
known as "Green Hills South East", which covers an area of approximately 207
square kilometres in Tanzania, for an aggregate purchase price of 2,600,000
shares of common stock. On November 10, 2005 these were increased to 5,200,000
shares. The acquisition is subject to the Company's due diligence and the
closing of the KBT Agreement and the HG Agreement. The closing must occur within
10 business days of the Company announcing that it is satisfied with the due
diligence. At closing, Prospecting License Green Hills South East will be
transferred to the Company's name and the Company will issue 5,200,000
restricted shares of common stock to Megadeposit. During the period, the title
to the Prospecting Licenses was transferred to the Company, although the Company
has not completed its due diligence and the transaction has not closed.

g)   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.



F-8

---



Douglas Lake Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars) 
(Unaudited)

8.     Restatement

The Company has
restated its financial statements as at February 28, 2006 and for the period
then ended. These financial statements have been restated to reflect related
party expenditures to a third party pursuant to a consulting agreement entered
into by the Company. The effect of the restatement is to recognize additional
amounts owing to a third party of $50,000 and to related parties of $75,000,
representing cash payments of $75,000, and the gifting of 50,000 common shares
of the Company with a fair value of $50,000. These adjustments resulted in a
corresponding increase in prepaid expense of $25,000, increase in current
liabilities of $125,000, increase in donated capital of $50,000, and a
corresponding increase in net loss of $150,000 for the three month and nine
month periods ended February 28, 2006. Net loss per share for the nine month
period ended February 28, 2006 increased to $0.11 per share from $0.08 per share
and for the three month period ended February 28, 2006 increased to $0.05 per
share from $0.02 per share.

a)  Balance Sheet:

|                                                 | As at
		February 28, 2006
|------------------------------------------------ | -------------------------
|                                                 | As
		Reported
		$        
|                                                 |                          
|Current Assets                                   |                          
|                                                 |                          
|Prepaid expenses                                 | 7,500                    
|                                                 |                          
|Current Liabilities                              |                          
|                                                 |                          
|Accounts payable                                 | 74,925                   
|Due to related parties                           | 52,548                   
|                                                 |                          
|Stockholders' Equity (Deficit)                   |                          
|                                                 |                          
|Donated Capital                                  | 6,000                    
|                                                 |                          
|                                                 |                          
|Deficit Accumulated During the Exploration Stage | (855,531)                
|                                                 |                          

b)  Statements of Operations

|                                       | For the
		nine month period ended 
		February 28, 2006
|-------------------------------------- | ------------------------------------------------------
|                                       | As
		Reported
		$                                     
|                                       |                                                       
|Expenses                               |                                                       
|General and
		administrative           | 357,479                                               
|                                       |                                                       
|Net loss                               | (388,567)                                             
|                                       |                                                       
|                                       |                                                       
|Net Loss Per Share - Basic and Diluted | (0.08)                                                



|                                       | For the
		three month period ended 
		February 28, 2006
|-------------------------------------- | -------------------------------------------------------
|                                       | As
		Reported
		$                                      
|                                       |                                                        
|Expenses                               |                                                        
|General and
		administrative           | 98,661                                                 
|                                       |                                                        
|Net loss                               | (119,861)                                              
|                                       |                                                        
|                                       |                                                        
|Net Loss Per Share - Basic and Diluted | (0.02)                                                 
|                                       |                                                        

F-9

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Douglas Lake Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars) 
(Unaudited)

8.   Restatement
(continued)

c)  Statement of Cash Flows

|                                               | For the
		nine month period ended 
		February 28, 2006
|---------------------------------------------- | ------------------------------------------------------
|                                               | As
		Reported
		$                                     
|                                               |                                                       
|Operating Activities                           |                                                       
|                                               |                                                       
|Net loss                                       | (388,567)                                             
|                                               |                                                       
|Donated services and
		expenses                | 6,000                                                 
|                                               |                                                       
|Changes in operating
		assets and liabilities: |                                                       
|Accounts payable                               | 95,787                                                
|Due to related parties                         | 52,548                                                
|Prepaid expenses                               | (7,500)                                               
|                                               |                                                       































F-10

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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.

14

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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 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 $538,567 for the nine months ended February 28, 2006 ("fiscal
2006") compared to a loss of $201,781 for the nine months ended February 28,
2005 ("fiscal 2005"). The increase in our loss was attributable to an increase
in general and administrative expenses to $507,479 in fiscal 2006 from $171,981
in fiscal 2005. General and administrative expenses include: consulting fees,
management fees and professional fees and travel expenses.  Mineral property
costs increased to $26,288 in fiscal 2006 from $21,500 in fiscal 2005.
Expenditures increased in fiscal 2006 over fiscal 2005 due to the Company

15

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having funds
available through equity financings completed in the third and fourth quarters
of the fiscal year ended May 31, 2005.  As a result, the Company incurred travel
and other costs related to mineral property investigations in Tanzania.  In
fiscal 2005, 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 net
cash proceeds from common stock subscriptions of $56,026.

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

Evaluation of Disclosure Controls and Procedures

As of the end of the fiscal period ended August May 31, 2006 and the three months ended August 31, 2006, the Company carried out an evaluation, under the supervision the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our Company's disclosure controls and procedures pursuant to Rule 13a-15(b) of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer, and our Chief Financial Officer concluded that, as of August 31, 2006, our disclosure controls and procedures, related to internal control over financial reporting and the recording of certain equity and related party transactions, were not effective in light of the material weaknesses described below.

We were advised by Manning Elliott LLP, our independent auditors that during their performance of auditor review procedures related to our financial statements for the fiscal period ended August 31, 2006, they identified "material weaknesses" in our internal controls as defined in Statement on Auditing Standards No. 60, "Communication of Internal Control Related Matters Noted in an Audit" ("SAS 60"). The Company is in the process of rectifying the material weaknesses which are described below:

16

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INADEQUATE CONTROLS OVER EQUITY TRANSACTIONS. We do not have adequate review and supervision controls or sufficient supporting documentation of certain equity-related transactions to ensure that such  transactions are properly valued and recorded on a timely basis. As a result, adjustments in the equity accounts and financial statements could occur. If we were not, or are not in future periods, successful in identifying these adjustments, our quarterly or annual financial statements could be materially misstated, which could require a restatement.

o    We disclosed in our 8K filed in October 2006 that shares issued pursuant to
a consulting agreement by a related party were not initially recorded in our
financial statements. This resulted in a restatement of our financial statements
for the three and nine months ended February 28, 2006, and the fiscal year ended
May 31, 2006.

INADEQUATE ENTITY LEVEL CONTROLS. We do not have effective entity level controls. These weaknesses include

(i)         weaknesses in the risk assessment controls, including the lack of
adequate mechanisms for anticipating and identifying financial reporting risks;
and for reacting to changes in the operating environment that could have a
potential effect on financial reporting;

(ii)         weaknesses in monitoring controls, including the lack of adequate
staffing and procedures to ensure periodic evaluations of internal controls to
ensure that appropriate personnel regularly obtain evidence that controls are
functioning effectively and that identified control deficiencies are timely
remedied.



If we were not, or are not in future periods, successful in identifying these control weaknesses, our quarterly or annual financial statements could be materially misstated, which could require a restatement.

o

INADEQUATE SEGREGATION OF DUTIES. We do not have adequate procedures and controls in place to ensure proper segregation of duties within the contract approval processes. As a result, adjustments in the financial statements could occur and not be prevented or detected by our controls in a timely manner.

o    We will ensure that adequate procedures are in place so that all material
agreements and contracts entered into by the Company are approved by the Board
of Directors.

o    Refer to the response in the above section on inadequate entity level
controls for planned response.

INADEQUATE CONTROLS OVER RELATED PARTY TRANSACTIONS/OPERATING EXPENSES. We do not have adequate procedures and controls to ensure that related party transactons including those which affect operating expense transactions are accurately recorded in the correct period, and that any resulting adjusting entries are accurately and timely recorded in our general ledger. As a result, material post-closing adjustments have been posted to our general ledger.

o    We will implement internal control procedures to ensure our all related
party transactions including those which affect operating expenses are recorded
in the period in which they are incurred.

Our disclosure controls and procedures are designed to ensure that the information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission's (the "SEC") rules and forms, and to reasonably assure that such information is accumulated and communicated to our

17

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management,  to allow timely decisions regarding required disclosure. A 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 under all potential conditions, regardless of how remote, and may not prevent or detect all error and all fraud. 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 our company have been prevented or detected.

We continue to improve and refine our internal controls as an ongoing process. Other than as summarized above, there have been no changes in our internal controls over financial reporting or other factors that have materially affected, or are reasonably likely to materially affect, our internal controls.

The certifications of our principal executive officer and our principal financial officer required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 are attached as exhibits to this Quarterly Report on Form 10-QSB. The disclosures set forth in this Item 3 contain information concerning (i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting, referred to in paragraph 4 of the certifications, and (ii) material weaknesses in the design or operation of our internal control over financial reporting, referred to in paragraph 5 of the certifications. Those certifications should be read in conjunction with this Item 3 for a more complete understanding of the matters covered by the certification.



PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings

Alleged Violations of Securities Law

On January 23, 2006, the Pennsylvania Securities Commission ("PSC") issued an inquiry letter to the Company.  The inquiry alleged that the Company offered and sold securities to investors without being in compliance with Regulation D and without registration.  The PSC notified us that an acceptable course of action was for us to offer the Pennsylvania state residents an opportunity to rescind their investment with us.

On May 4, 2006, the Company sent by courier a rescission offer to two Pennsylvania resident investors who bought shares from the Company in April 2005.  The Pennsylvania state statutes give the investor the right to require the Company to repurchase the shares bought at a price of $0.30 per share plus interest at the statutory rate calculated from the date of payment.

The common stock of the Company is traded on the NASD OTC Bulletin Board under the symbol DLKM.  The Company common stock closed at $2.50 on May 1, 2006.

Acceptance of the rescission offer must be mailed to the Company within thirty (30) days from receipt of the rescission offer.  Acceptance of the rescission offer is not valid unless the shareholder returns the stock certificates to the Company within 45 days of receipt of the rescission offer.  If a valid acceptance of the rescission offer is not made within these time periods, any statutory right to require the Company to redeem the shares pursuant to these state statutes will expire.

The Company's only other US investors of the subject private placement were residents of California.  The Company does not plan to make a similar rescission offer to the California investors.

18

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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.

19

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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    



20

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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: November 2, 2006 | By:   /s/
Harpreet Singh Sangha
        
Harpreet Singh Sangha,
President and CEO          
|Date: November 2, 2006 | By:   /s/ Antonia
Bold-de-Haughton       	Antonia Bold-de-Haughton, Chief Financial Officer

21

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