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

                                      FORM  10-KSB /A

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

                        For the fiscal year ended February 28, 2006

         [   ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                              SECURITIES  EXCHANGE ACT OF 1934

     For the transition period from  _________________  to __________________

                            Commission  file  number: 333-131041


                                    ANCOR RESOURCES INC.
                        (Name of small business issuer in its charter)




	Nevada						20-1769847
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                    2328 Heather Street
                                     Vancouver.  B.C.,
				      Canada V5Z 4R6
                          (Address  of  principal executive offices)


			              (604) 838-1926
                            	 Issuer's telephone number

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

	Title of each class				Name of each exchange on which
	to be so registered				each class is to be registered

		None 						    None

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


Common Stock
(Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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    X	No _____




<PAGE>



Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.

                   Yes   X	No _____

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


State issuer's revenues for its most recent fiscal year:    Nil

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.  (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

$412,500 as at  October 24 , 2006 based on the last sale's price
of our common stock

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

        8,125,000  shares of common stock as at  October 24 , 2006



























<PAGE>



                                    TABLE OF CONTENTS

 									   PAGE

ITEM 1:  DESCRIPTION OF BUSINESS..............................................4

ITEM 2:  DESCRIPTION OF PROPERTY.............................................13

ITEM 3:  LEGAL PROCEEDINGS...................................................13

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................13

ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............13

ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........14

ITEM 7:  FINANCIAL STATEMENTS................................................15

ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURES........................................................27

ITEM 8A:  CONTROLS AND PROCEDURES............................................27

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........27

ITEM 10:  EXECUTIVE COMPENSATION.............................................29

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....29

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................29

ITEM 13:  EXHIBITS AND REPORTS...............................................30

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND
SERVICES.....................................................................30


























<PAGE>


PART I


We are an exploration stage company engaged in the acquisition and exploration
of mineral properties with a view to exploiting any mineral deposits we
discover.  We own a 100% interest in one mineral claim known as the Panther
claim located twenty-two kilometers southeast of Port Alberni, Vancouver Island,
British Columbia, Canada.  We purchased this claim from Laurence Stephenson.

There is no assurance that a commercially viable mineral deposit exists on the
Panther claim.  We do not have any current plans to acquire interests in
additional mineral properties, though we may consider such acquisitions in the
future.

Mineral property exploration is typically conducted in phases.  Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration.  We have not yet commenced the
initial phase of exploration on the Panther claim.  Once we have completed each
phase of exploration, we will make a decision as to whether or not we proceed
with each successive phase based upon the analysis of the results of that
program.  Our directors will make this decision based upon the recommendations
of the independent geologist who oversees the program and records the results.

Our plan of operation is to conduct exploration work on the Panther claim in
order to ascertain whether it possesses economic quantities of copper and gold.
There can be no assurance that an economic mineral deposit exists on the Panther
claim until appropriate exploration work is completed.

Even if we complete our proposed exploration programs on the Panther claim and
we are successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling and engineering studies before we will
know if we have a commercially viable mineral deposit.

PANTHER CLAIM PURCHASE

On January 28, 2005, we entered into a Mineral Property Staking and Purchase
Agreement with Laurence Stephenson whereby we purchased a 100% interest in the
Panther mineral claim for $2,015.

DESCRIPTION, LOCATION AND ACCESS

The Panther claim is located in the approximately 22 kilometers southeast of
Port Hardy, British Columbia on Vancouver Island, just south of Father and Son
Lake in the Alberni Mining District.  Local access to the property is accessable
by vehicle, six kilometers via a logging road located off Port Alberni's main
road.

CLIMATE AND TOPOGRAPHY

The  climate  consists  of  mild springs with some precipitation,  warm  to  hot
summers and cold, wet winters  with  snowfall  mainly  in  January at the higher
elevations.

The property lies in a forested area with elevations ranging  from 800 meters to
1,000 meters.  The topography is rugged along the higher elevations. The slopes
are  actively  being  logged and re-growth is found in other areas. Vegetation
consists of a mix of cedar, hemlock, spruce trees as well as alder, willow and
cottonwood trees along the poorly drained  areas. Undergrowth brush is typical
with devil's club, salal and other assorted berry bushes.

TITLE TO THE PANTHER CLAIM

The Panther claim consists of one mineral claim comprising 24 units.  A "mineral




<PAGE>


claim" refers to a specific section of land over which a title holder owns
rights to explore the ground and subsurface, and extract minerals.  Title
to the Panther claim is registered in the name of the claim vendor.

Claims details are as follows:

Claim Name                 Record Number            Expiry Date
----------                 -------------            -----------

Panther                       510012                April 1, 2007

The claim is in good standing until April 1, 2007.  This  means  that  the claim
will  expire on April 1, 2007 and we complete at least $100 worth of exploration
work on  the  claim  by  that date.  In subsequent years, we must spend at least
$200 on the claim to extend the expiry date by one year.

Mineralization

There are two styles of mineralization present in the Mineral Creek fault
representing the types of mineralization to be expected.  A fault is a fracture
caused by movement of rock under the earth's surface. First, gold occurs in the
wide area of cataclastic rock spread out in bedded volcaniclastic and aphyric
rocks adjacent to the fault.  Cataclastic rock is angular fragmented powdered
rock formed by the crushing and shearing from movement of the earth's crust.
Volcaniclastic rock is volcanic rock formed by pre-existing rock and Aphyric
rock is basalt (volcanic igneous rock made of iron and magnesium), containing
plagioclase phenocrysts (large crystals set in volacanic igneous rock containing
calcium, sodium, aluminum, silicon, and oxygen).

Secondly, gold occurs in quartz veins containing minor pyrite and arsenopyrite
minerals.  Pyrite is a common mineral containing mainly iron disulfide that is
pale yellow in color, also referred to as "fool's gold". Arsenopyrite is a steel
grey to silver white sulphide mineral and is the principle ore of arsenic. These
veins are possibly from the Tertiary age, which refers to 65.5 million years
ago.

Major shear structures appear to be closely associated with the mineralized
zones and felsic intrusives are proximal to, if not intermixed, with most of the
showings. Felsic intrusives are light-colored igneous rocks with an abundance of
light-colored minerals that mineralized from molten lava beneath the earth's
crust.

There are possibly two other deposit types.  One is skarn, which refers to
metamorphic rocks surrounding an igneous intrusive rock that is formed by
thermal metamorphism and  metasomatism when it comes in contact with magmatic
intrusive carbonate-rich rocks such as limestone and dolostone.  Limestone is
sedimentary rock made mostly of calcium carbonate (calcite) and dolostone
sedimentary rock is composed primarily of calcium, magnesium, carbon and oxygen
(dolomite). Thermal metamorphism refers to the changes over time in the
composition and structure of rocks caused by pressure and high temperatures.
Metasomatism refers to the process by which a rock's overall chemical
composition changes during metamorphism because of reactions with hot water that
bring in or remove elements.  Typical skarn minerals include magnetite (a
naturally magnetic mineral mostly made of iron oxide) and silicate minerals such
as pyroxene (containing iron, magnesium, and calcium), garnet (containing
aluminum, iron, magnesium and calcium), idocrase or vesuvianite (containing
magnesium, and calcium), wollastonite (containing iron, magnesium and
manganese), actinolite (containing iron, magnesium, and calcium), epidote
(containing aluminum, iron, magnesium and calcium).

The second possible deposit type being many layers of sulphide minerals within
the volcanic rock.   Sulphide mineral groups contain sulphur combined with any




<PAGE>


metal or metals.

EXPLORATION HISTORY

Little exploration work had been done the Panther claim. The property was
explored in the mid-late 1930's and early 1940's.  Several showings and
occurrences of mineralization were mined at the north of the property.  The
Panther property was again mined post war but no exploration or mining on the
property has occurred since.

GEOLOGICAL REPORT

We retained Mr. William G. Timmins, a professional geologist, to complete an
evaluation of the Panther claim and to prepare a geology report on the claim.

Mr. Timmins is a professional geologist who graduated from the Provincial
Institute of Mining of Haileybury Ontario (1956) and attended Michigan
Technological University (1962-1965).  Mr. Timmins has been continuously
employed as a geologist since he completed his education.  He is a member of the
Association of Professional Engineers and Geoscientists of the Province of
British Columbia.

Mr. Timmins recommended an initial exploration program consisting of two phases.
The first phase would consist of geological mapping, sampling and prospecting.
Geological mapping involves plotting previous exploration data relating to a
property area on a map in order to determine the best property locations to
conduct subsequent exploration work.  Sampling involves gathering rock and soil
samples from property areas with the most potential to host economically
significant mineralization.  All samples gathered are sent to a laboratory where
they are crushed and analysed for metal content.  Prospecting is the act of
searching for mineral or ore deposits.

We completed the phase one exploration program during the fiscal year ended
February 28, 2006.

The second phase of exploration will consist of a geophysical survey and
detailed sampling. Geophysical surveying is the search for mineral deposits by
measuring the physical property of near-surface rocks, and looking for unusual
responses caused by the presence of mineralization.  Electrical, magnetic,
gravitational, seismic and radioactive properties are the ones most commonly
measured.  Geophysical surveys are applied in situations where there is
insufficient information obtainable from the property surface to allow informed
opinions concerning the merit of properties.  This exploration will focus on
areas on the property that are identified in phase one as containing
mineralization.  We will gather additional rock samples from the property
surface from these areas and have our consulting geologist determine whether
there is a geological explanation to explain the patterns of mineralization
found on the property.

We intend to commence the phase two program in the summer of 2006 and expect
that the program will take two months to complete.  We have sufficient funds on
hand to cover phase two exploration costs. Phase two is estimated cost is
approximately $5,000.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.

We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken.  The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess




<PAGE>


the impact of any capital expenditures on earnings or our competitive position
in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater.  Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:


      -      Water discharge will have to meet water standards;

      -      Dust generation will have to be minimal or otherwise re-mediated;

      -      Dumping of material on the surface will have to be re-contoured and
             re-vegetated;

      -      An assessment of all material to be left on the surface will need
             to be environmentally benign;

      -      Ground water will have to be monitored for any potential
             contaminants;

      -      The socio-economic impact of the project will have to be evaluated
             and if deemed negative, will have to be re-mediated; and

      -      There will have to be an impact report of the work on the local
             fauna and flora.

Because there will not be any appreciable disturbance to the land during the
phase one and two exploration programs on the Panther claim, we will not have to
seek any government approvals prior to conducting exploration.

EMPLOYEES

We have no employees as of the date of this annual report other than our
directors.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any other research or development expenditures since our
incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

Risk Factors

An investment in our common stock involves a high degree of risk.  You should
carefully consider the risks described below and the other information in this
annual report before investing in our common stock. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.




<PAGE>




IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete all intended
exploration of the Panther claim, and therefore we will need to obtain
additional financing in order to complete our business plan.  We currently do
not have any operations and we have no income.

Our business plan calls for significant expenses in connection with the
exploration of the Panther claim.  While we have sufficient funds to conduct the
recommended phase two exploration program on the claim, which is estimated to
cost $5,000, we will need additional funds to complete any additional
recommended exploration.  Even after completing these two phases of exploration,
we will not know if we have a commercially viable mineral deposit.

We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete.  We do not
currently have any arrangements for financing and may not be able to find such
financing if required.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK
OF BUSINESS FAILURE.

We have only recently commenced exploration on the Panther claim. Accordingly,
we have no way to evaluate the likelihood that our business will be successful.
We were incorporated on October 11, 2004 and to date have been involved
primarily in organizational activities, the acquisition of an interest in the
Panther claim and initial exploration.  We have not earned any revenues as of
the date of this annual report. Potential investors should be aware of the
difficulties normally encountered by new mineral exploration companies and the
high rate of failure of such enterprises. The likelihood of success must be
considered in light of the problems, expenses, difficulties, complications and
delays encountered in connection with the exploration of the mineral properties
that we plan to undertake. These potential problems include, but are not limited
to, unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues.  We therefore
expect to incur significant losses into the foreseeable future.  We recognize
that if we are unable to generate significant revenues from development of the
Panther claim and the production of minerals from the claim, we will not be able
to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claim containing economic mineralization or reserves
of gold is extremely remote.  Exploration for minerals is a speculative venture
necessarily involving substantial risk.  In all probability, the Panther claim
does not contain any reserves and funds that we spend on exploration will be
lost.  As well, problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFIT IN THE FUTURE.





<PAGE>


The report of our independent accountant to our audited financial statements for
the fiscal year ended February 28, 2006 indicates that there are a number of
factors that raise substantial doubt about our ability to continue as a going
concern.  Such factors identified in the report are that we have no source of
revenue and our dependence upon obtaining adequate financing. If we are not able
to continue as a going concern, it is likely investors will lose all of their
investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure.  The payment of such liabilities may have a material adverse effect
on our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE PANTHER CLAIM,
WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Panther claim does not contain any known bodies of mineralization. If our
exploration programs are successful in establishing copper and gold of
commercial tonnage and grade, we will require additional funds in order to place
the Panther claim into commercial production.  We may not be able to obtain such
financing.

BECAUSE OUR DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Michael Sweeney, intends to devote approximately 20% of his
business time providing his services to us and our directors Mr. Jim Callaghan
devoting approximately 20% and Mr. Allan Beaton devoting 10% of their business
time.  While our directors presently possess adequate time to attend to our
interests, it is possible that the demands on our directors from their other
obligations could increase with the result that they would no longer be able to
devote sufficient time to the management of our business.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.

There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on the
over the counter bulletin board.  Our shares may never trade on the bulletin
board.  If no market is ever developed for our shares, it will be difficult for
shareholders to sell their stock. In such a case, shareholders may find that
they are unable to achieve benefits from their investment.

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.  You
should not place too much reliance on these forward-looking statements.  Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this annual report.

ITEM 2:  DESCRIPTION OF PROPERTY

We have the right to explore for and extract minerals from the Panther mineral
claim.  We do not own any real property interest in the Panther claim or any
other property.





<PAGE>


ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our shares of common stock  do  not  trade  on any stock exchange or through the
facilities of any quotation system.  While we have applied to have our shares of
common stock quoted on the OTC Bulletin Board,  there  is  no  guarantee that we
will be successful.

We have 32 shareholders of record as at the date of this annual report.

DIVIDENDS

There  are  no  restrictions  in  our  articles of incorporation or bylaws  that
prevent us from declaring dividends. The  Nevada  Revised  Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.    we would not be able to pay our debts as they become due in the usual
      course of business; or

2.    our total assets would be less than the sum of our total liabilities  plus
      the  amount that would be needed to satisfy the rights of shareholders who
      have preferential rights superior to those receiving the distribution.

We have not  declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan Of Operation


Our plan of operation for the next twelve months is to complete the recommended
phase two exploration program on the Panther claim consisting of a geological
mapping, geochemical sampling, geophysical surveying and prospecting. We
anticipate that the exploration program will cost approximately $5,000.

We plan to commence the phase one exploration program on the Panther claim in
the summer of 2006.  This program will take approximately two months to
complete.  We do not have any verbal or written agreement regarding the
retention of any qualified engineer or geologist for these exploration programs,
though Mr. William G. Timmins has indicated that he will oversee all exploration
if he is available.

Our budget for the phase two exploration programs are as follows:

BUDGET - PHASE 2

      Follow-up Geochem and Detailed Geology sampling          $   3,000
      Assays 75 @ $20 per assay                                $   1,500
      Contingency                                              $     500

      TOTAL PHASE II                                         US$   5,000





<PAGE>



We will finance the cost of the phase one and two exploration programs from cash
on hand.

After the completion of the phase two exploration program, we will have our
consulting geologist prepare a report discussing the results and conclusions of
the first two phases of exploration.  We will also ask him to provide us with a
recommendation for additional exploration work on the Panther claim, which will
include a proposed budget.

As well, we anticipate spending an additional $15,000 on administrative fees,
including fees payable in connection with reporting obligations.  Total
expenditures over the next 12 months are therefore expected to be $20,000.

While we have enough funds to cover the anticipated exploration expenses, we
will require additional funding in order to proceed with any additional
recommended exploration on the Panther claim.  We anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock or from director loans.  We do not have any arrangements in place for any
future equity financing or loans.

RESULTS OF OPERATIONS FOR THE PERIOD FROM INCEPTION THROUGH FEBRUARY 28, 2006

We have not earned any revenues from our incorporation on October 11, 2004 to
February 28, 2006.  We do not anticipate earning revenues unless we enter into
commercial production on the Panther claim, which is doubtful.  We have not
commenced the exploration stage of our business and can provide no assurance
that we will discover economic mineralization on the Panther claim, or if such
minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $15,452 for the period from our
inception on October 11, 2004 to February 28, 2006. These operating expenses
were comprised of professional fees of $7,218, exploration expenses of $6,315,
office and sundry $1,150, organizational costs of $500, transfer agent fees of
$225 and regulatory fees of $44.

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



















<PAGE>


ITEM 7:  FINANCIAL STATEMENTS



















                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)


                              FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)

<PAGE>









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE STOCKHOLDERS OF ANCOR RESOURCES INC:


We  have  audited  the  accompanying  balance sheets of Ancor Resources Inc (the
"Company")  as at February 28, 2006 and  2005  and  the  related  statements  of
operations, changes  in  cash flows, and stockholders' equity for the year ended
February 28, 2006 and the  period  from inception (October 11, 2004) to February
28, 2005.  These financial statements  are  the  responsibility of the Company's
management.   Our  responsibility is to express an opinion  on  these  financial
statements based on our audits.

We conducted our audits  in  accordance with the Standards of the Public Company
Accounting Oversight Board (United  States).   Those  standards  require that we
plan and perform the audit to obtain reasonable assurance whether  the financial
statements  are  free of material misstatement.  The Company is not required  to
have, nor were we  engaged  to  perform  an  audit  of its internal control over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in  the  circumstances,  but not for the purpose of  expressing  an
opinion on the effectiveness of the Company's  internal  control  over financial
reporting.   Accordingly,  we  express no such opinion.  An audit also  includes
examining, on a test basis, evidence  supporting  the amounts and disclosures in
the  financial  statements,  assessing  the  accounting   principles   used  and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to  above  present  fairly, in
all material respects, the financial position of the Company as at February  28,
2006 and 2005, and the results of its operations and its cash flows for the year
ended  February  28,  2006  and  the period from inception (October 11, 2004) to
February  28,  2005,  in  conformity  with   United  States  generally  accepted
accounting principles.


The  accompanying  financial statements have been  prepared  assuming  that  the
Company will continue  as  a  going  concern.   As  discussed  in  Note 1 to the
financial  statements,  the  Company  is  dependent  upon  financing to continue
operations and has suffered ongoing losses from operations.  These matters raise
substantial doubt about the Company's ability to continue as  a  going  concern.
Management's  plans  in  regard  to  these matters are discussed in Note 1.  The
financial statements do not include any  adjustments  that might result from the
outcome of this uncertainty.



                                                      "STALEY, OKADA & PARTNERS"


 Vancouver, BC, Canada STALEY, OKADA & PARTNERS
 May 11, 2006             CHARTERED ACCOUNTANTS







<PAGE>


                                                                     STATEMENT 1
                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS
                                   (Audited)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                    	      	  FEBRUARY 28,  FEBRUARY 28,
<S>                                                 	     	 <C>  <C>      <C>  <C>
                                                             	      2006           2005

ASSETS

CURRENT
   Cash                                                  	 $    13,598   $     25,864

                                                         	 $    13,598   $     25,864

LIABILITIES

CURRENT
   Accounts payable and accrued liabilities               	$      2,650   $      2,515
   Due to related party (Note 4)                          	         500            500
                                                           	       3,150          3,015

NATURE AND CONTINUANCE OF OPERATIONS (NOTE 1)

STOCKHOLDERS' EQUITY

CAPITAL STOCK (Note 5)
   Authorized:
     75,000,000 common shares with a par value of $0.001
   Issued and outstanding:
      8,125,000 common shares - Statement 4                            8,125          8,125

   Additional paid-in capital - Statement 4                  	      17,775         17,775

Deficit Accumulated During the Exploration Stage - Statement 4       (15,452)       ( 3,051)
TOTAL STOCKHOLDERS' EQUITY - Statement 4                              10,448         22,849

                                                               $      13,598   $     25,864
</TABLE>

ON BEHALF OF THE BOARD:

"MICHAEL SWEENEY", Director


"JIM CALLAGHAN", Director

   The accompanying notes are an integral part of these financial statements

<PAGE>


                                                                     STATEMENT 2
                             ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                                   (AUDITED)
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>

<S>                                           <C> <C> <C>               <C> <C>                <C> <C> Cumulative
                                                                              October 11,              from Period
                                                                                  2004                of Inception,
                                                        YEAR ENDED           (Inception) to          October 11, 2004
                                                        FEBRUARY 28           February 28             to February 28,
                                                           2006                   2005                     2006

EXPENSES
 Exploration expenses                            $         4,300        $        2,015             $         6,315
 Office and sundry                                         1,114                    36                       1,150
 Organizational costs                                          -                   500                         500
 Professional fees                                         6,718                   500                       7,218
 Regulatory fees                                              44                     -                          44
 Transfer agent fees                                         225                     -                         225
                                                          12,401                 3,051                      15,452

LOSS FOR THE PERIOD                              $        12,401         $       3,051            $         15,452

BASIC AND DILUTED LOSS PER SHARE                 $        (0.001)        $      (0.001)
WEIGHTED AVERAGE OUTSTANDING NUMBER OF SHARES
                                                       8,125,000             3,900,536

</TABLE>



















   The accompanying notes are an integral part of these financial statements

<PAGE>


                                                                     STATEMENT 3
                             ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (AUDITED)
                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>

<S>                                 		<C> <C>      <C> <C>     <C> <C>  Cumulative
    										  from Period
                                       		               October 11,        of Inception,
                                                	          2004             October 11,
                                    		 YEAR ENDED    (Inception) to        2004 to
                                   		 FEBRUARY 28    February 28        February 28
                                        	    2006          2005               2006

CASH FLOWS FROM
 OPERATING
 ACTIVITIES
   Loss for the period  	   		$   (12,401)   $ (3,051)         $   (15,452)

   Changes in non-cash working capital items

     Accounts payable and accrued liabilities  		135       2,515                2,650
     Due to related party                 		  -         500                  500

                     				    (12,266)        (36)             (12,302)


CASH FLOWS FROM FINANCING ACTIVITY
   Issue of share capital                     		  -      25,900               25,900


INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS DURING THE PERIOD 			    (12,266)     25,864		     (13,598)


CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD         			     25,864           -			   -


CASH AND CASH EQUIVALENTS,     			$    13,598    $ 25,864         $     13,598
END OF PERIOD


SUPPLEMENTARY DISCLOSURE OF CASH FLOW
 INFORMATION
   Cash paid for:
     Interest    				$         -    $      -   	$          -
     Income taxes      				$         -    $      -         $          -

</TABLE>










   The accompanying notes are an integral part of these financial statements

<PAGE>


                                                                     STATEMENT 4
                             ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (AUDITED)


                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>

<S>                            <C>       <C> <C>   <C> <C>    <C> <C>      <C> <C>
								Deficit
                                                              Accumulated     Stock-
                                  Common Shares    Additional  During the    Holders'
                                                    Paid-In   Exploration     Equity
                                Number   Par Value  Capital      Stage        Total

Inception - October 11, 2004       -     $     -   $     -    $      -     $     -

Common shares issued for cash:
   November 2004 at $0.001     4,000,000     4,000       -           -          4,000
   January 2005 at $0.001      2,400,000     2,400       -           -          2,400
   January 2005 at $0.01       1,700,000     1,700     15,300        -         17,000
   February 2005 at $0.10         25,000        25      2,475        -          2,500
Net loss for the period            -           -         -        ( 3,051)    ( 3,051)
Balance - February 28, 2005    8,125,000     8,125     17,775     ( 3,051)     22,849
   Net loss for the period         -           -         -        (12,401)    (12,401)
BALANCE - FEBRUARY 28, 2006    8,125,000 $   8,125 $   17,775 $   (15,452) $   10,448
</TABLE>






















   The accompanying notes are an integral part of these financial statements

<PAGE>


                             ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


1. NATURE AND CONTINUANCE OF OPERATIONS

   The Company was incorporated in the State of Nevada  on October 11, 2004. The
   Company is an Exploration Stage Company as defined by  Statement of Financial
   Accounting  Standard  ("SFAS")  No.  7.  The Company has acquired  a  mineral
   property located in the Province of British  Columbia, Canada and has not yet
   determined  whether  this property contains reserves  that  are  economically
   recoverable. The recoverability  of  property  expenditures will be dependent
   upon the discovery of economically recoverable reserves,  confirmation of the
   Company's interest in the underlying property, the ability  of the Company to
   obtain necessary financing to satisfy the expenditure requirements  under the
   property agreement and upon future profitable production or proceeds  for the
   sale thereof.

   These  financial statements have been prepared on a going concern basis.  The
   Company  has  incurred  losses  since  inception  resulting in an accumulated
   deficit of $15,452 and further losses are anticipated  in  the development of
   its  business  raising  substantial  doubt  about  the  Company's ability  to
   continue as a going concern. Its ability to continue as a  going  concern  is
   dependent  upon  the ability of the Company to generate profitable operations
   in  the  future  and/or  to  obtain  the  necessary  financing  to  meet  its
   obligations and repay its liabilities arising from normal business operations
   when they come due.   Management has plans to seek additional capital through
   a private placement and  public  offering of its common stock.  The financial
   statements do not include any adjustments  relating to the recoverability and
   classification of recorded assets, or the amounts  of  and  classification of
   liabilities that might be necessary in the event the Company  cannot continue
   in existence.

   The ability of the Company to emerge from the exploration stage  is dependent
   upon,   among  other  things,  obtaining  additional  financing  to  continue
   operations,  explore  and  develop  the mineral properties and the discovery,
   development and sale of ore reserves.

   In response to these problems, management has planned the following actions:

      - The Company intends to file for a SB-2 Registration Statement; and
      - Management intends to raise additional  funds  through public or private
        placement offerings.

   These  factors,  among others, raise substantial doubt  about  the  Company's
   ability  to  continue   as  a  going  concern.   The  accompanying  financial
   statements do not include  any adjustments that might result from the outcome
   of this uncertainty.








<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   a) Basis of Presentation

      These financials statements  are  stated  in  U.S.  dollars  and have been
      prepared  in  accordance  with United States generally accepted accounting
      principles applicable to exploration stage companies. The Company's fiscal
      year end is February 28.

   b) Cash and Cash Equivalents

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

   c) Mineral Property Costs

      The  Company  has  been  in the exploration stage since its  formation  on
      October 11, 2004 and has not  yet  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 reserves.

   d) Use of Estimates and Assumptions

      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.

      The Company's periodic filings with the Securities and Exchange Commission
      include,   where   applicable,   disclosures  of  estimates,  assumptions,
      uncertainties and markets that could  affect  the financial statements and
      future operations of the Company.

<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   e) Foreign Currency Translation

     The  Company's functional currency is the Canadian  dollar.  The  Company's
     reporting currency is the U.S. dollar.  All transactions initiated in other
     currencies are re-measured into the functional currency as follows:

   i)Monetary assets and liabilities at the rate of exchange in effect at the
     balance sheet date,

     ii) Non-monetary  assets  and  liabilities, and equity at historical rates,
         and
     iii)Revenue and expense items at  the  average  rate of exchange prevailing
         during the period.

     Gains and losses on re-measurement are included in  determining  net income
     for the period

     Translation  of  balances  from  the functional currency into the reporting
     currency is conducted as follows:

  ii)Assets and liabilities at the rate  of exchange in effect at the balance
     sheet date,
     ii) Equity at historical rates, and
     iii)Revenue and expense items at the average  rate  of  exchange prevailing
         during the period.

     Translation  adjustments  resulting  from  translation  of  balances  from
     functional  to reporting currency are accumulated as a separate  component
     of shareholders' equity as a component of comprehensive income or loss.

   f) Concentrations of Credit Risk

      The Company's  financial instruments that are exposed to concentrations of
      credit risk primarily  consist  of  its cash, accounts payable and related
      party payables.  The Company places its  cash  and  cash  equivalents with
      financial institutions of high credit worthiness.  At times,  its cash and
      cash  equivalents  with a particular financial institution may exceed  any
      applicable government  insurance  limits.   The  Company's management also
      routinely  assesses the financial strength and credit  worthiness  of  any
      parties to which  it  extends  funds,  and  as  such, it believes that any
      associated credit risk exposures are limited.

   g) Financial Instruments

      The carrying value of cash, accounts payable, and  due  to  related  party
      approximates  their  fair  value  because  of  the short maturity of these
      instruments. The Company's operations are in Canada  and  virtually all of
      its  assets  and  liabilities  are giving rise to significant exposure  to
      market  risks  from  changes  in foreign  currency  rates.  The  Company's
      financial  risk  is the risk that  arises  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.


<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   h) Derivative Financial Instruments

      The  Company has not, to the date of these financials statements,  entered
      into derivative  instruments  to  offset  the  impact  of foreign currency
      fluctuations.

   i) Environmental Expenditures

      The  operations  of  the  Company  have  been, and may in the  future,  be
      affected from time to time in varying degrees  by changes in environmental
      regulations, including those for future reclamation  and  site restoration
      costs.    Both the likelihood of new regulations and their overall  effect
      upon the Company  vary  greatly  and  are  not predictable.  The Company's
      policy  is  to  meet or, if possible, surpass standards  set  by  relevant
      legislation,  by  application   of  technically  proven  and  economically
      feasible measures.

      Environmental  expenditures  that  relate  to  ongoing  environmental  and
      reclamation  programs  are  charged  against   earnings   as  incurred  or
      capitalized  and  amortized  depending on their future economic  benefits.
      Estimated future reclamation and site restoration costs, when the ultimate
      liability is reasonably determinable,  are  charged  against earnings over
      the  estimated  remaining life of the related business operation,  net  of
      expected recoveries.

   j) Federal Income Taxes

      Deferred income taxes are reported for timing differences between items of
      income or expense  reported in the financial statements and those reported
      for income tax purposes  in  accordance  with SFAS Number 109, "Accounting
      for Income Taxes", which requires the use of the asset/liability method of
      accounting for income taxes.  Deferred income  taxes  and tax benefits are
      recognized  for  the future tax consequences attributable  to  differences
      between the financial  statement  carrying  amounts of existing assets and
      liabilities and their respective tax bases, and  for  tax  loss and credit
      carry-forwards.   Deferred  tax assets and liabilities are measured  using
      enacted tax rates expected to  apply  to  taxable  income  in the years in
      which those temporary differences are expected to be recovered or settled.
      The  Company  provides  for  deferred  taxes for the estimated future  tax
      effects  attributable  to temporary differences  and  carry-forwards  when
      realization in more likely than not.

<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   k) Basic and Diluted Net Loss Per Share

      The Company computes net  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  loss  available  to   common
      shareholders   (numerator)  by  the  weighted  average  number  of  shares
      outstanding (denominator)  during the period.  Diluted EPS gives effect to
      all potentially dilutive 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 potentially dilutive shares if their effect is anti dilutive.

   l) Stock-Based Compensation

      Effective January 1, 2006, the Company adopted the provisions of Statement
      of  Financial  Accounting  Standards  ("SFAS")  No. 123(R),   "Share-Based
      Payment",  which  establishes  accounting for equity instruments exchanged
      for employee services. Under the  provisions  of  SFAS 123(R), stock-based
      compensation cost is measured at the grant date, based  on  the calculated
      fair  value  of  the  award,  and  is  recognized  as an expense over  the
      employees' requisite service period (generally the vesting  period  of the
      equity  grant).  Before  January 1, 2006, the Company accounted for stock-
      based compensation to employees  in  accordance with Accounting Principles
      Board Opinion No. 25, "Accounting for  Stock  Issued  to  Employees,"  and
      complied with the disclosure requirements of SFAS No. 123, "Accounting for
      Stock-Based  Compensation".   The  Company  adopted  SFAS 123(R) using the
      modified  prospective  method,  which  requires  the  Company   to  record
      compensation expense over the vesting period for all awards granted  after
      the  date  of adoption, and for the unvested portion of previously granted
      awards that  remain  outstanding  at  the  date of adoption.  Accordingly,
      financial statements for the periods prior to  January  1,  2006  have not
      been  restated  to  reflect the fair value method of expensing share-based
      compensation.  Adoption  of  SFAS  No. 123(R)  does not change the way the
      Company accounts for share-based payments to non-employees,  with guidance
      provided by SFAS 123 (as originally issued) and Emerging Issues Task Force
      Issue  No.  96-18,  "Accounting for Equity Instruments That Are Issued  to
      Other Than Employees  for Acquiring, or in Conjunction with Selling, Goods
      or Services". The adoption  of  this  standard  is  not expected to have a
      material  effect  on  the  Company's  results of operations  or  financial
      position.







<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   m) 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,  the  Company  has no items
      that  represent  a  comprehensive loss and, therefore, has not included  a
      schedule of comprehensive loss in the financial statements.

   n) Asset Retirement Obligations

      The Company accounts  for  asset retirement obligations in accordance with
      the  provisions  of  SFAS  No.  143   "Accounting   for  Asset  Retirement
      Obligations".  SFAS No. 143 requires the Company to record  the fair value
      of an asset retirement obligation as a liability in the period in which it
      incurs a legal obligation associated with the retirement of tangible long-
      lived  assets that result from the acquisition, construction,  development
      and/or normal  use  of  the  assets.  The  Company has no asset retirement
      obligation as at February 28, 2006.

   o) Risks and Uncertainties

      The Company operates in the resource exploration  industry that is subject
      to significant risks and uncertainties, including financial,  operational,
      technological  and  other  risks  associated  with  operating  a  resource
      exploration business, including the potential risk of business failure.

   p) Segmented Reporting

      SFAS Number 131, "Disclosure About Segments of an Enterprise and Related
      Information", changed the way public companies report information about
      segments of their business in their quarterly reports issued to
      shareholders.  It also requires entity-wide disclosures about the products
      and services an entity provides, the material countries in which it holds
      assets and reports revenues and its major customers.  The Company
      presently operates only in Canada.












<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   q) Recent Accounting Pronouncements

      i)   In  December  2004,  FASB  issued  SFAS  No.  153, "Exchanges of Non-
           monetary Assets - An Amendment of APB Opinion No.  29".  The guidance
           in APB Opinion No. 29, "Accounting for Non-monetary Transactions", is
           based  on the principle that exchanges of non-monetary assets  should
           be measured  based  on  the  fair  value of the assets exchanged. The
           guidance  in that Opinion, however, included  certain  exceptions  to
           that principle.   SFAS No. 153 amends Opinion No. 29 to eliminate the
           exception for non-monetary exchanges of similar productive assets and
           replaces it with a  general  exception  for exchanges of non-monetary
           assets that do not have commercial substance. A non-monetary exchange
           has commercial substance if the future cash  flows  of the entity are
           expected  to  change significantly as a result of the exchange.   The
           provisions of SFAS  No.  153  are  effective  for  non-monetary asset
           exchanges occurring in fiscal periods beginning after  June 15, 2005.
           Early application is permitted and companies must apply  the standard
           prospectively. The adoption of this standard is not expected  to have
           a material effect on the Company's results of operations or financial
           position.

      ii)  In May 2005, the FASB issued SFAS 154, "Accounting Changes and  Error
           Corrections,"   which   replaces   APB  Opinion  No. 20,  "Accounting
           Changes," and supersedes FASB Statement  No. 3, "Reporting Accounting
           Changes in Interim Financial Statements - an amendment of APB Opinion
           No.  28."  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.   When  it  is
           impracticable   to   determine  the  period-specific  effects  of  an
           accounting change on one  or more individual prior periods presented,
           SFAS 154 requires that the new accounting principle be applied to the
           balances  of  assets and liabilities  as  of  the  beginning  of  the
           earliest period  for  which  retrospective application is practicable
           and that a corresponding adjustment be made to the opening balance of
           retained earnings for that period  rather  than  being reported in an
           income  statement.   When  it  is  impracticable  to  determine   the
           cumulative effect of applying a change in accounting principle to all
           prior periods, SFAS 154 requires that the new accounting principle be
           applied  as  if  it were adopted prospectively from the earliest date
           practicable.  SFAS  154 shall be effective for accounting changes and
           corrections 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.








<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   q) Recent Accounting Pronouncements

      iii) In  February  2006,  the  FASB  issued  SFAS No. 155, "Accounting for
           Certain Hybrid Financial Instruments, an amendment of FASB Statements
           No. 133 and 140."  This statement permits  fair  value re-measurement
           for  any  hybrid  financial  instrument  that  contains  an  embedded
           derivative that otherwise would require bifurcation.   It establishes
           a  requirement to evaluate interests in securitized financial  assets
           to identify  interests  that are freestanding derivatives or that are
           hybrid financial instruments  that  contain  an  embedded  derivative
           requiring   bifurcation.   In  addition,  SFAS  155  clarifies  which
           interest-only strips and principal-only strips are not subject to the
           requirements of Statement 133.  It also clarifies that concentrations
           of  credit risk  in  the  form  of  subordination  are  not  embedded
           derivatives.    SFAS  155  amends  Statement  140  to  eliminate  the
           prohibition on a  qualifying  special-purpose  entity  from holding a
           derivative   financial  instrument  that  pertains  to  a  beneficial
           interest other  than  another  derivative financial instrument.  This
           Statement  is  effective for all financial  instruments  acquired  or
           issued after the  beginning  of  an  entity's  first fiscal year that
           begins after September 15, 2006.  The adoption of  this  standard  is
           not  expected  to  have a material effect on the Company's results of
           operations or financial position.

      iv)  In March 2006, the FASB issued SFAS 156, "Accounting for Servicing of
           Financial Assets-an  amendment  of  FASB  Statement  No.  140".  This
           statement  amends  FASB  Statement No. 140, "Accounting for Transfers
           and   Servicing   of  Financial   Assets   and   Extinguishments   of
           Liabilities",  with   respect   to   the  accounting  for  separately
           recognized   servicing   assets  and  servicing   liabilities.   This
           statement:  (1) requires an  entity to recognize a servicing asset or
           servicing liability each time  it undertakes an obligation to service
           a financial asset by entering into a servicing contract in any of the
           following  situations: (a) a transfer  of  the  servicer's  financial
           assets that  meets  the  requirements  for  sale  accounting,  (b)  a
           transfer  of the servicer's financial assets to a qualifying special-
           purpose entity  in  a guaranteed mortgage securitization in which the
           transferor retains all  of  the  resulting  securities and classifies
           them as either available-for-sale securities or trading securities in
           accordance  with  FASB  Statement  No. 115, "Accounting  for  Certain
           Investments in Debt and Equity Securities",  (c)  an  acquisition  or
           assumption  of  an  obligation to service a financial asset that does
           not relate to financial  assets  of  the servicer or its consolidated
           affiliates; (2) requires all separately  recognized  servicing assets
           and servicing liabilities to be initially measured at  fair value, if
           practicable; (3) permits an entity to choose either of the  following
           subsequent   measurement   methods   for  each  class  of  separately
           recognized servicing assets and servicing liabilities:






<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   q) Recent Accounting Pronouncements  - iv. continued

      (a) Amortization method-Amortize servicing assets or servicing liabilities
      in proportion to and over the period of estimated  net servicing income or
      net  servicing  loss and assess servicing assets or servicing  liabilities
      for impairment or  increased  obligation  based  on  fair  value  at  each
      reporting  date,  or  (b)  Fair value measurement method-Measure servicing
      assets or servicing liabilities  at  fair value at each reporting date and
      report  changes in fair value in earnings  in  the  period  in  which  the
      changes  occur;   (4)   at   its  initial  adoption,  permits  a  one-time
      reclassification of available-for-sale securities to trading securities by
      entities with recognized servicing  rights,  without calling into question
      the treatment of other available-for-sale securities  under Statement 115,
      provided  that  the available-for-sale securities are identified  in  some
      manner as offsetting  the  entity's  exposure  to changes in fair value of
      servicing  assets  or  servicing  liabilities that a  servicer  elects  to
      subsequently measure at fair value; and (5) requires separate presentation
      of  servicing assets and servicing liabilities  subsequently  measured  at
      fair   value  in  the  statement  of  financial  position  and  additional
      disclosures  for  all separately recognized servicing assets and servicing
      liabilities.  An entity should adopt this statement as of the beginning of
      its first fiscal year  that  begins  after  September  15,  2006.  Earlier
      adoption  is  permitted  as  of  the beginning of an entity's fiscal year,
      provided  the entity has not yet issued  financial  statements,  including
      interim financial  statements,  for  any  period  of that fiscal year. The
      effective  date  of  this  Statement  is  the  date an entity  adopts  the
      requirements  of this statement.  The adoption of  this  standard  is  not
      expected to have  a material effect on the Company's results of operations
      or financial position.


3. MINERAL PROPERTY

   Pursuant  to  a  mineral   property   staking  and  purchase  agreement  (the
   "Agreement") dated January 28, 2005, the Company has agreed to acquire a 100%
   undivided right, title and interest in  a  gold/silver/copper  mineral  claim
   unit  (the  "Claims"),  located  in  the  Alberni  Mining Division of British
   Columbia, Canada for a cash payment of $2,015 (paid).  Since  the Company has
   not  established  the  commercial  feasibility  of  the  mineral claims,  the
   acquisition costs have been expensed.


4. DUE TO RELATED PARTY

   The  amount  of  $500 is due to a director for initial organizational  costs.
   The  amount  is  non-interest  bearing  and  carries  no  specific  terms  of
   repayment. The amount  has  been  classified  as a current liability as it is
   expected to be repaid within the next year.






<PAGE>


                              ANCOR RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                   (AUDITED)

                               FEBRUARY 28, 2006
                            (STATED IN U.S. DOLLARS)


5. COMMON STOCK

   a) Authorized Stock

      The total number of authorized common stock  that  may  be  issued  by the
      Company is 75,000,000 shares of stock with a par value of one tenth of one
      cent ($0.001) per share.

      b)Share Issuance

      During the prior period from October 11, 2004 (Inception) to February  28,
      2005,  the  Company issued 8,125,000 common shares for total cash proceeds
      of $25,900. There  were  no  common  shares  issued  during the year ended
      February 28, 2006.

      At February 28, 2006, there were no outstanding stock options or warrants.


6. INCOME TAXES

   The potential benefit of net operating losses has not been  recognized in the
   financial statements because the Company cannot be assured that  it  is  more
   likely than not that it will utilize the net operating losses carried forward
   for  future years.  As at the period ended February 28, 2006, the Company has
   accumulated tax losses of $15,452 to offset future years taxable income which
   begin expiring in fiscal 2024 and 2025.


   As at  February  28,  2006,  the estimated components of the net deferred tax
   asset, the statutory tax rate,  the effective tax rate and the elected amount
   valuation allowance are scheduled below:

                                                                           2006
                                                                   ------------
Cumulative Net Operating Loss (from inception to February 28, 2006) $   15,452
Statutory Tax Rate (combined federal and state tax rate)                   34%
                                                                       --------
Deferred Tax Asset                                                       5,253
Valuation Allowance                                                     (5,253)
                                                                   ------------
Net Deferred Tax Asset                                              $        -
                                                                   ------------






<PAGE>

ITEM 8:  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.

ITEM 8A:  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS

We evaluated the effectiveness of our disclosure controls and procedures as of
the fiscal year ended February 28, 2006.  This evaluation was conducted with the
participation of our chief executive officer and our principal accounting
officer.

Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.

LIMITATIONS ON THE EFFECTIVE OF CONTROLS

Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud.  A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs.  These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake.  Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control.  A
design of a control system is also based upon certain assumptions about
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate.  Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and may
not be detected.

CONCLUSIONS

Based upon their evaluation of our controls, the chief executive officer and
principal accounting officer have concluded that, subject to the limitations
noted above, the disclosure controls are effective providing reasonable
assurance that material information relating to us is made known to management
on a timely basis during the period when our reports are being prepared.  There
were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.

PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Name                 Age       Position with Registrant    Served as a Director
                                                           or Officer Since

Michael Sweeney      42        President, C.E.O.,          October 11, 2004
                               and director

Jim Callaghan        49        Secretary, Treasurer,       October 11, 2004
                               principal accounting
                               officer, principal
                               financial officer and
                               director

Allan J. Beaton      56        Director                   July 27, 2005




<PAGE>



The following describes the business experience of our directors and executive
officers, including other directorships held in reporting companies:

MR. MICHAEL SWEENEY has acted as our president, chief executive officer and as a
director since our incorporation on October 11, 2004.  Mr. Sweeney has been the
general manager of the Orange Hotel located in Vancouver since November 1989.

Mr. Sweeney does not have any professional training or technical credentials in
the exploration, development and operation of mines.

Mr.Sweeney intends to devote approximately 20% of his business time to our
affairs.

MR. JIM CALLAGHAN has acted as a director, secretary and treasurer since our
incorporation on October 11, 2004.  Mr. Callaghan has been a purser with Air
Canada since October 1979.

Mr. Callaghan does not have any professional training or technical credentials
in the exploration, development and operation of mines.

Mr. Callaghan intends to devote approximately 20% of his business time to our
affairs.

MR. ALLAN J. BEATON has acted as a director since July 27, 2005.  Mr. Beaton is
a graduate of the Nova Scotia Technical College (Dalhousie) with a degree in
mining engineering.  Mr. Beaton has been the principal of A.J. Beaton Mining, a
geological consulting company since 1987.  He has also been president of Uganda
Gold Mining Ltd., an Alberta and British Columbia reporting company involved in
mineral exploration since 1998.

Mr. Beaton intends to devote approximately 10% of his business time to our
affairs.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms we received, we believe
that during the fiscal year ended February 28, 2006 all such filing requirements
applicable to our officers and directors were complied with exception that
reports were filed late by the following persons:

                                        Number	 Transactions	Known Failures
                                        Of late	 Not Timely    	To File a
Name and principal position             Reports  Reported    	Required Form
---------------------------          	-------  ------------   --------------

Michael Sweeney                         0         0		1
(President and director)

Jim Callaghan                           0         0		1
(Secretary, treasurer and director)

Allan J. Beaton  			0         0             0
(Director)



<PAGE>





ITEM 10:  EXECUTIVE COMPENSATION

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended February 28, 2006.

<TABLE>
<CAPTION>
                        Annual Compensation                         Long Term Compensation
<S>           <C>       <C>  <C>    <C>   <C>    Other Annual       Restricted   <C>         <C>           <C>
Name (1)      Title     Year Salary Bonus 	 Compensation  	    Stock        Options/    LTIP
                                                                    Awarded      SARs (#)    payouts ($)   All Other
                                                                                                           Compensation
Michael       President 2006 $0     0            0                  0                0        0              0
Sweeney
Jim Callaghan Secretary 2006 $0     0            0                  0                0        0              0
              Treasurer
</TABLE>

ITEM 11:  SECURITY OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of
our shares of common stock at March 29, 2005 by (i) each  person  known by us to
be  the  beneficial  owner  of more than 5% of our outstanding shares of  common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
of our directors and executive  officers  as  a group.  Each person named in the
table, has sole voting and investment power with  respect to all shares shown as
beneficially owned by such person and can be contacted  at  our executive office
address.

<TABLE>
<CAPTION>
                                                                   AMOUNT OF
TITLE OF CLASS  NAME OF BENEFICIAL OWNER                           BENEFICIAL OWNERSHIP      PERCENT OF CLASS
<S>             <C>                                                <C>                            <C>

Common stock    Michael Sweeney                                    3,000,000                 36.92%


Common stock    Jim Callaghan                                      1,000,000                 12.31%


Common stock    Allan J. Beaton                                    Nil                       0%

Common stock    All officers and directors as a group
		that consists of three people                      4,000,000                 49.23%
</TABLE>

The percent of class is based on 8,125,000 shares of common stock issued and
outstanding as of the date of this annual report.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our directors or officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all of our outstanding
shares, nor any promoter, nor any relative or spouse of any of the foregoing
persons has any material interest, direct or indirect, in any transaction since
our incorporation or in any presently proposed transaction which, in either
case, has or will materially affect us.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests.  In the event that a




<PAGE>


conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.

ITEM 13:  EXHIBITS AND REPORTS

Exhibits


Exhibit
Number    Description

  3.1*    Articles of Incorporation
  3.2*    Bylaws
 10.1*    Mineral property agreement dated January 28, 2005
 31.1*    Certification pursuant to Rule 13a-14(a) under the Securities
          Exchange Act of 1934
 31.2*    Certification pursuant to Rule 13a-14(a) under the Securities
          Exchange Act of 1934
 32.1*    Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2*    Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 99.1*    Location map

* filed as an exhibit to our registration statement on Form SB-2 dated January
13, 2006

* Filed as exhibits to our Form 10-KSB dated June 20, 2006.

Reports on Form 8-K

We did not file any reports on Form 8-K during the last fiscal quarter of the
fiscal year ended February 28, 2006.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants, Staley, Okada & Partners, Chartered Accountants,
rendered invoices to us during the fiscal periods indicated for the following
fees and services:

                                                       Period from
                                                       inception on
                                   Fiscal year ended   October 11, 2004
                                   February 28, 2006   to February 28, 2005

Audit fees                              $8,010             $5,800
Audit-related fees                      $2,250             $  600
Tax fees                                   Nil                Nil
All other fees                             Nil                Nil

Audit fees consist of fees related to professional services rendered in
connection with the audit of our annual financial statements, the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.

Our policy is to pre-approve all audit and permissible non-audit services
performed by the independent accountants.  These services may include audit
services, audit-related services, tax services and other services.  Under our
audit committee's policy, pre-approval is generally provided for particular
services or categories of services, including planned services, project based
services and routine consultations.  In addition, we may also pre-approve
particular services on a case-by-case basis.  We approved all services that our
independent accountants provided to us in the past two fiscal years.





<PAGE>


SIGNATURES

Pursuant to the requirements of Section 13 and 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.

Ancor Resources Inc.


By      /s/ Michael Sweeney
        Michael Sweeney
        President, CEO & Director
        Date:  October 24 , 2006

In accordance  with  the  Securities  Exchange  Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


By      /s/ Michael Sweeney__________
        Michael Sweeney
        President, CEO & Director
        Date:  October 24 , 2006


By      /s/ Jim Callaghan___________
        Jim Callaghan
        Secretary and Director
        Date:  October 24 , 2006

By      /s/ Allan J. Beaton________
        Allan J. Beaton
        Director
        Date:  October 24 , 2006