# SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

# Amendment No. 1
to
FORM 10-K

|[X] | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -----------------------------------------------------------------------------------

| | For
the fiscal year ended January 31, 2006
| | ------------------------------------------

|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ---------------------------------------------------------------------------------------

| | For the transition period from ____________ to ____________
| | -----------------------------------------------------------

Commission file number:
0-21968

_________________

BRAZAURO RESOURCES
CORPORATION(formerly Jaguar Resources Corporation)(Exact Name of Registrant as Specified in Its Charter)

|British Columbia(State or Other Jurisdiction of 
Incorporation or Organization) | 76-0195574(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------- | ----------------------------------------------

800 Bering, Suite 208
Houston, TX 77057
(Address of Principal Executive
Offices, including Zip Code)

(713) 785-1278
(Registrants
Telephone Number, Including Area Code)

# Securities registered
pursuant to Section 12(b) of the Act:

|Title of Each ClassNone | Name of Exchange on Which RegisteredNone
|----------------------- | ----------------------------------------

# Securities registered pursuant
to Section 12(g) of the Act:

Title of Each ClassCOMMON STOCK

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
    
Yes   [  ]    No  [X]

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.       
Yes   [  ]    No  [X]

Indicate by check mark whether the
registrant: (1) has 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 registrant 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 if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   [X]

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

|Large accelerated filer    [  ] | Accelerated filer    [  ] | Non-accelerated filer    [X]
|------------------------------- | ------------------------- | ----------------------------

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

As of July 29, 2005, the aggregate
market value of voting stock held by non-affiliates of the Registrant, based on the
closing price of the Common Stock of the Registrant quoted on the TSX Venture Exchange
was $88,202,856 (Canadian) or $71,961,211 (U.S.). For purposes of calculating this amount, only directors,
officers and beneficial owners of 5% or more of the capital stock of the Registrant have
been deemed affiliates.

Number
of shares of Registrants Common Stock outstanding as of April 17, 2006:   52,931,645

Documents incorporated
by reference:  None.

---

EXPLANATORY NOTE

This amendment is being filed to
amend and restate Item 10 to include information regarding Item 405 of Regulation S-K.

# BRAZAURO RESOURCES
CORPORATION
FORM 10-K/A 
TABLE OF CONTENTS



|         |  |                                                        |  |      |   | 
|-------- |  | ------------------------------------------------------ |  | ---- | - | 
|         |  |                                                        |  | Page
|        
|PART III
|Item 10. |  | Directors and
    Executive Officers of the Registrant |  |      | 1 | 
|Item 15. |  | Exhibits and Financial Statement Schedules             |  |      | 3 | 



i

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# Item 10.   DIRECTORS AND
EXECUTIVE OFFICERS OF THE REGISTRANT

The
directors and executive officers of the Company, their ages and term of continuous service
are as follows:

|Name                      | Age | Position with
Registrant | Served As a Director 
and/ or Officer Since
|------------------------- | --- | ------------------------ | -------------------------------------------
|D. Harry W. Dobson        |     | 58                       |                                            
|Patrick L. Glazier        |     | 48                       |                                            
|Brian C. Irwin            |     | 66                       |                                            
|Mark E. Jones, III        |     | 66                       |                                            
|Leendert G. Krol          |     | 66                       |                                            
|Daniel B. Leonard         |     | 69                       |                                            
|Dr. Roger Howard Mitchell |     | 66                       |                                            
|Dr. Roger David Morton    |     | 70                       |                                            
|Stephen Zahony            |     | 64                       |                                            

D. Harry
W. Dobson.Mr. Dobson has served as the Chairman of Kirkland Lake Gold           Inc. for the past
five years.  Mr.
Dobson also serves as a director of Mountain Province Diamonds, Inc.

Patrick
L. Glazier.Mr. Glazier has served as the President of East Fraser Fiber Co. Ltd.
based in Prince George, British Columbia for the past five years.

Brian
C. Irwin.  For the past five years, Mr. Irwins principal occupation was been the practice of law as a
partner of DuMoulin Black in Vancouver, British Columbia, until his retirement in June
2005.

1

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Mark
E. Jones, III. Mr. Jones has served as a Director of the Board of Crown Resources
Corporation since January 1987. Crown Resources Corporation, based in Denver, Colorado, is
publicly traded on the OTC Bulletin Board and is engaged in the exploration and
development of mineral properties, primarily gold. Mr. Jones served as the President of
the Company from 1986 to June 1990, from July 2001 to the March 2003, and from May 2005
until the present. Mr. Jones is also a director of Solitario Resources Corporation. In his
capacity as Chairman of the Board of Directors, Mr. Jones is the chief executive officer
and chief financial officer of the Company.

Leendert
G. Krol.Until his retirement in April 2001, Mr. Krol had spent 13 years with Newmont
Mining Corporation including the last 10 years, successively, as Director of Foreign
Operation, Vice President Exploration and Vice President International Exploration. Mr.
Krol served as the Companys president from March 2003 until May 2005.

Dan
Leonard.Mr. Leonard served as Senior Vice President of INVESCO for twenty-four
years until his retirement in January 1999. Mr. Leonard also serves as a Director of
Solitario Resources Corporation.

Dr. Roger
Howard Mitchell. For the past seven years, Dr. Mitchell has served as a
          Professor of Geology at Lakehead University, Thunder Bay, Ontario. Dr. Mitchell
          received his B.Sc. from the University of Manchester, 1964; M.Sc. from
          Manchester, 1966; Ph.D from McMaster University, 1969; and a D.Sc in 1978 from
          the University of Manchester. He was elected a Fellow of the Royal Society of
          Canada in 1994.

Dr. Roger
David Morton. For the past five years, Dr. Morton has been Professor
          Emeritus in Geology with the Department of Earth and Atmospheric Sciences at
the           University of Alberta. He also serves as Chairman of  the Board for Mindoro Resources Inc.,
and is President of Muskox Minerals Corp. He is a member of the Board of Directors of
Uruguay Mineral Resources and Black Swan Resources. Dr. Morton obtained his B.Sc. (Hons.
1st class) in Geology and his Ph.D. in Geology from the University of
Nottingham, England.

Mr. Stephen
G. Zahony. Prior to his employment with the Company, Mr. Zahony           worked as a
self-employed consultant. Mr. Zahony served as Chief Geologist for           Saudi
Arabian Mining Co. from March, 2000 to April, 2002. Mr. Zahony has a M.A.
          degree from Dartmouth College and has forty years of exploration and mining
          experience with a number of major and junior mining and exploration companies.

All
of the directors are residents of Canada except for Messrs. Jones, Krol and Leonard, who
reside in the United States, and Mr. Dobson, who resides in Monaco. Mr. Zahony resides in
the United States. All directors are elected annually by the shareholders and hold office
until the next Annual Meeting of Shareholders. Each officer of the Company holds office
at the pleasure of the Board of Directors. No director or officer of the Company has any
family relationship with any other officer or director of the Company.

Messrs.
Leonard, Mitchell and Morton are members of the Companys audit committee, all of
whom are independent directors under the rules of the Securities Exchange Act
of 1934, as amended. At the present time, the Company does not have an Audit Committee Financial Expert, although the
Company hopes to add such an individual to the audit committee if circumstances allow.
 Messrs. Jones, Mitchell and Morton are members of the Companys Environmental
Committee and Messrs. Morton and Jones serve as members of the Companys
Compensation Committee. Operating within the guidance provided by the Companys
Board of Directors, the Compensation Committees role is to assure that the Companys
executive compensation strategy is aligned with the interests of the shareholders, and
the Companys compensation structure will allow for fair and reasonable base salary
levels and the opportunity for executives to earn compensation that reflects both Company
and individual performance.

# Certain Significant
Employees or Consultants

The
Company has consulting relationships with other geologists and persons that are included
in its projects and properties from time to time, none of which are currently material to
the Company.

# Codes of Ethics.

Due to the limited number of officers of the Company, a formal code of ethics has not been
adopted by the Company.

Section 16(a) Beneficial Ownership
Reporting Compliance

Due
to the fact that the  Company  was a  "foreign  private  issuer"  as  defined  in Rule
 3b-4 of the  Securities Exchange Act of 1934, as amended (the "Exchange  Act") for the
year ended January 31, 2006, the Company's  officers and  directors,  and persons who own
more than ten percent  (10%) of a  registered  class of the  Company's  equity securities
were not subject to Section 16(a) of the Exchange Act.

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# Item 15.   EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES

|ExhibitNumber | Description
|------------- | -----------
|3.1           |            
|3.1.1         |            
|3.1.2         |            
|3.1.3         |            
|10.6          |            
|10.7          |            
|10.11         |            
|10.12         |            
|10.16         |            
|10.40         |            
|10.42         |            
|10.43         |            
|10.47         |            
|10.48         |            
|10.49         |            
|10.50         |            
|10.51         |            
|10.52         |            
|10.53         |            
|10.54         |            
|10.55         |            
|10.56         |            
|22            |            
|31.1          |            

__________________________________

|(a) |  | Filed
as an exhibit to Registration Statement on Form 10 as filed on June 23, 1993.
|--- |  | -----------------------------------------------------------------------------------

|(b) |  | Filed
as an exhibit to Form 8 Amendment No. 1 to Form 10 as filed on October 4, 1993.
|--- |  | -------------------------------------------------------------------------------------

|(c) |  | Filed
as an exhibit to Form 10-K for the fiscal year ended January 31, 1997 as filed on May 13,
1997.
|--- |  | -----------------------------------------------------------------------------------------------------

|(d) |  | Filed
as an exhibit to Form 10-K for the fiscal year ended January 31, 1998 as filed on April
29, 1998.
|--- |  | -------------------------------------------------------------------------------------------------------

|(e) |  | Filed
as an exhibit to Form 10-K for the fiscal year ended January 31, 2000 as filed on April
28, 2000.
|--- |  | -------------------------------------------------------------------------------------------------------

|(f) |  | Filed
as an exhibit to Form 10-Q for the fiscal quarter ended October 31, 2000 as filed on
December 13, 2000.
|--- |  | -------------------------------------------------------------------------------------------------------------

|(g) |  | Filed
as an exhibit to Form 10-K for the fiscal year ended January 31, 2001 as filed on April
27, 2001.
|--- |  | -------------------------------------------------------------------------------------------------------

|(h) |  | Filed
as an exhibit to Form 10-Q for the fiscal quarter ended October 31, 2001 as filed on
December 13, 2001.
|--- |  | -------------------------------------------------------------------------------------------------------------

|(i) |  | Filed
as an exhibit to Form 10-Q for the fiscal quarter ended April 30, 2003 as filed on June
16, 2003.
|--- |  | -------------------------------------------------------------------------------------------------------

|(j) |  | Filed
as an exhibit to Form 10-Q for the fiscal quarter ended July 31, 2003 as filed on
September 15, 2003.
|--- |  | -----------------------------------------------------------------------------------------------------------

|(k) |  | Filed
as an exhibit to Form 10-K for the fiscal year ended January 31, 2006 as filed on
May 16, 2006.
|--- |  | -----------------------------------------------------------------------------------------------------

|(l) |  | Filed
herewith.
|--- |  | ---------------

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# SIGNATURES

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

|May 31, 2006 | BRAZAURO RESOURCES CORPORATION(Registrant) 
By: /s/ Mark E. Jones, III 
MARK E. JONES, III 
Chief Executive Officer and Director
|------------ | --------------------------------------------------------------------------------------------------------------------------------

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