=========================================================================================================

FORM 10-KSB/A-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

|[ x ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2005
|----- | ------------------------------------------------------------------------------------------------------------------------------
|      | OR                                                                                                                            
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                      

Commission file number 333-120051

MIDDLE KINGDOM RESOURCES LTD.(Exact name of registrant as specified in its charter)



|NevadaState or other jurisdiction of incorporation or organization | N/A(IRS Employer Identification No.)
|------------------------------------------------------------------ | ------------------------------------

347 Bay Street, Suite 202
Toronto, Ontario, Canada M5H 2R7(Address of principal executive offices, including zip code.)

(416) 362-2785 (Registrant's telephone number, including area code)

|The Registrant is a Shell company:   Yes [ X ] | No [   ]
|---------------------------------------------- | --------

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ x ] NO [   ]

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PART III

ITEM 7.     FINANCIAL STATEMENTS.



|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-1           
|------------------------------------------------------- | --------------
|FINANCIAL STATEMENTS                                    |               
|                                                        | Balance Sheets
|Statements of Income                                    | F-3           
|Statements of Cash Flows                                | F-4           
|Statements of Retained Earnings (Deficit)               | F-5           
|NOTES TO THE FINANCIAL STATEMENTS                       | F-6           

















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|MOEN AND COMPANYCHARTERED ACCOUNTANTS                                                                                                                                                                                                                                                                                                    
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Member:Canadian Institute of Chartered Accountants 
Institute of Chartered Accountants of British Columbia 
Institute of Management Accountants (USA) (From 1965)
Registered with:Public Company Accounting Oversight Board (USA) (PCAOB)
Canadian Public Accountability Board (CPAB) 
Canada  - British Columbia Public Practice Licence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of
Middle Kingdom Resources Ltd.
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Middle Kingdom Resources Ltd. (An Exploration Stage Company) as of August 31, 2005 and August 31, 2004 (as restated) and the related statements of income, cash flows and stockholders' deficit for the year ended August 31, 2005 and the comparative period from the date of inception on June 17, 2004, to August 31, 2004 (as restated-Note 7) and accumulated for the period from June 17, 2004 to August 31, 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 about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes 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 Middle Kingdom Resources Ltd. (An Exploration Stage Company) as of August 31, 2005 and August 31, 2004 (as restated) and the results of its operations and its cash flows for the year end August 31, 2005 and the comparative period from inception on June 17, 2004, to August 31, 2004 (as restated-Note 7) and accumulated for the period from June 17, 2004 to August 31, 2005 in conformity with U.S. 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, conditions exist which raise substantial doubt about the Company's ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Management's plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|                                    |  |  |  |  |            |  |  |  | "Moen and Company"   
|----------------------------------- |  |  |  |  | ---------- |  |  |  | ---------------------
|Vancouver, British Columbia, Canada |  |  |  |  | ("Signed")
|                                    |  |  |  |  |            |  |  |  | Chartered Accountants
|December 22, 2005                  

"Independent Accountants and Auditors"

F-1



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|Middle Kingdom Resources Ltd.                 
|----------------------------------------------
|(A Nevada Corporation)                        
|(An Exploration Stage Company)                
|Balance Sheets                                
|At August 31, 2005 and 2004                   
|(Expressed In U.S. Dollars)                   
|                                              
|                                              
|Current Assets                                
|                                              
|                                              
|                                              
|                                              
|Total Current Assets                          
|                                              
|LIABILITIES AND STOCKHOLDERS' EQUITY (Deficit)
|                                              
|Current Liabilities                           
|                                              
|                                              
|                                              
|Total current liabilities                     
|Commitments and Contingencies-Notes 1 and 6   
|Stockholders' Equity (Deficit)                
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Total stockholders' equity (deficit)          
|Total Liabilities and Stockholders' Equity    
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              

The accompanying notes are an integral part of these financial statements

F-2

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|Middle Kingdom Resources Ltd.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Statements of Operations           
|(Expressed In U.S. Dollars)        
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|General and Administration Expenses
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|Net Loss for the period            
|Foreign Currency Translation Gain  
|Comprehensive Loss                 
|                                   
|Net loss per share                 
|                                   
|                                   
|                                   
|Weighted average number of common  
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   

The accompanying notes are an integral part of these financial statements

F-3

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|Middle Kingdom Resources Ltd.             |                                             |                                   |          |          |             
|----------------------------------------- | ------------------------------------------- | --------------------------------- | -------- | -------- | ------------
|(A Nevada Corporation)                    |                                             |                                   |          |          |             
|(An Exploration Stage Company)            |                                             |                                   |          |          |             
|Statements of Cash Flows                  |                                             |                                   |          |          |             
|(Expressed In U.S. Dollars)               |                                             |                                   |          |          |             
|                                          |                                             |                                   |          |          | Accumulated 
|                                          |                                             |                                   |          |          | For the     
|                                          |                                             |                                   |          |          | Period From 
|                                          |                                             |                                   |          |          | Date of     
|                                          |                                             |                                   |          |          | Inception on
|                                          |                                             |                                   |          |          | June 17,    
|                                          |                                             |                                   |          |          | 2004 to     
|                                          |                                             |                                   |          |          | August 31,  
|                                          |                                             |                                   |          |          | 2005        
|                                          |                                             |                                   |          |          |             
|                                          |                                             |                                   |          |          |             
|Operating Activities                      |                                             |                                   |          |          |             
|                                          | Net loss for the period                     | (44,375)                          | $        | (23,710) | $           
|                                          | Non cash changes                            |                                   |          |          |             
|                                          |                                             | Donated services and donated rent | 10,875   |          | 9,000       
|                                          | Changes in operating assets and liabilities |                                   |          |          |             
|                                          |                                             | Accounts payable                  | 30       |          | (2,745)     
|                                          |                                             | Accrued liabilities               |          | 5,415    |             
|                                          |                                             | Funds in trust with attorney      | --       |          | 16,440      
|Net Cash used in operating activities     | (28,055)                                    |                                   | (10,600) |          | (17,455)    
|Financing Activities                      |                                             |                                   |          |          |             
|                                          | Capital stock subscribed                    | 5,000                             |          | --       |             
|                                          | Loans from related parties                  | 22,726                            |          | 6,286    |             
|Net cash Provided by financial activities | 27,726                                      |                                   | 6,286    |          | 21,440      
|                                          |                                             |                                   |          |          |             
|Effect of exchange rate changes on cash   | 390                                         |                                   | 390      |          |             
|Cash Increase (Decrease)                  |                                             |                                   |          |          |             
|                                          | During the period                           |                                   | 61       |          | (3,924)     
|Cash, Beginning of the period             | --                                          |                                   | 3,985    |          | --          
|Cash, End of the period                   | 61                                          | $                                 | 61       | $        | 3,985       
|Supplementory Information-non cash items: |                                             |                                   |          |          |             
|                                          | Donated Services                            |                                   | 7,250    | $        | 6,000       
|                                          | Donated Rent                                |                                   | 3,625    | $        | 3,000       
|                                          |                                             |                                   |          |          |             



The accompanying notes are an integral part of these financial statements

F-4

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|Middle Kingdom Resources Ltd.                                 
|--------------------------------------------------------------
|(A Nevada Corporation)                                        
|(An Exploration Stage Company)                                
|Statement of Stockholders' Equity (Deficit)                   
|Period From Inception Date of June 17, 2004 to August 31, 2005
|(Expressed in U.S. Dollars)                                   
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|Shares subscribed on 6/17/2004                                
|by Director for cash                                          
|Shares subscribed on 6/17/2004                                
|by shareholder for cash                                       
|Donated Capital                                               
|Net loss for the period                                       
|from date  inception on June                                  
|17, 2004 to August 31, 2004                                   
|Balance, August 31, 2004                                      
|Cumulative currency translation                               
|adjustments                                                   
|Donated Capital                                               
|Net loss for the year ended                                   
|August 31, 2005                                               
|Balance, August 31, 2005                                      
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              

The accompanying notes are an integral part of these financial statements

F-5



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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 1. | BUSINESS OPERATIONS                       
|------- | ------------------------------------------
|       
|        | (a)                                       
|       
|        | (b)                                       
|       
|        |                                           
|       
|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|       
|        | (a)                                       
|       
|        |                                           
|       
|        | (b)                                       
|       
|        |                                           
|       
|        |                                           
|       
|        |                                           



F-6

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'
d)
|------- | ----------------------------------------------------
|       
|        | (b)                                                 
|        |                                                     
|       
|        |                                                     
|       
|        |                                                     
|       
|        |                                                     
|       
|        | (c)                                                 
|        |                                                     
|       
|        | (d)                                                 
|        |                                                     

F-7

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'
d)
|------- | ----------------------------------------------------
|        | (e)                                                 
|        |                                                     
|       
|        |                                                     
|       
|        | (f)                                                 
|        |                                                     
|       
|        | (g)                                                 
|        |                                                     

F-8

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'
d)
|------- | ----------------------------------------------------
|       
|        | (h).                                                
|        |                                                     
|       
|        | (i).                                                
|        |                                                     
|       
|        | (j)                                                 
|        |                                                     
|       
|Note 3. | RELATED PARTY TRANSACTIONS                          
|       
|        | (a).                                                

F-9

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 3.  RELATED PARTY TRANSACTIONS (cont'
d)
|---------------------------------------------
|                                             
|                                             
|                                             
|                                             
|                                             
|Note 4.                                      
|                                             
|                                             



|                        |   | Balance at August 31
|----------------------- | - | --------------------
|                        |   | 2005                
|Deferred tax assets     | $ | 15,087              
|Valuation allowance     | $ | (15,087)            
|Net deferred tax assets | $ | 0                   



| | A reconciliation between the statutory federal income tax rate and the effective income rate of income tax expense is as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------



|                                  | 2005    | 2004   
|--------------------------------- | ------- | -------
|Statutory federal income tax rate | 34.0%   | 34.0%  
|Valuation allowance               | (34.0%) | (34.0%)
|Effective income tax rate         | 0.0%    | 0.0%   





F-10

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 5.                                | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      
|                                       | The Company's financial instruments consist of cash, accounts payable and accrued liabilities and loans from related party.  It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying values.                             
|                                      
|Note 6.                                | MINERAL RESOURCE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                         
|                                      
|                                       | On June 22, 2004, and as extended by agreement on August 15, 2005, the Company entered into an option and joint venture exploration agreement to September 30, 2006 with Energold Minerals Inc., an Alberta, Canada, Corporation owned by a non-affiliated third party.  No funds have been expended or committed by Middle Kingdom Resources Ltd. related to this agreement up to August 31, 2005.
|                                      
|                                       | The exploration and development agreement covers an area of land measuring approximately 33 acres on property described as Jarvis Island, municipality of Neebing (Property Identifier 58-01-040-007-31100-111) in the District and Land Titles Division of Thunder Bay, in the Province of Ontario, Canada.                                                                                       
|                                      
|Terms of the Agreement are as follows:
|                                      
|                                       | 1.                                                                                                                                                                                                                                                                                                                                                                                                 
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                    
|                                      
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                    
|                                      
|                                       | 2.                                                                                                                                                                                                                                                                                                                                                                                                 
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                    
|                                      
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                    

F-11

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 6. | MINERAL RESOURCE AGREEMENT (cont'
d)
|------- | ------------------------------------
|        |                                     
|        |                                     
|        |                                     
|        |                                     
|        |                                     
|       
|        |                                     
|        |                                     
|        |                                     
|       
|        |                                     
|       
|        |                                     
|       
|        |                                     
|       
|        |                                     
|       
|        |                                     



F-12

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 6. | MINERAL RESOURCE AGREEMENT (cont'd)
|------- | -----------------------------------
|        |                                    
|       
|        |                                    
|       
|        |                                    
|       
|        |                                    
|        |                                    
|       
|        |                                    
|       
|        | 3.Operations                       
|       
|        |                                    

F-13

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 6.          | MINERAL RESOURCE AGREEMENT (cont'
d)
|---------------- | ------------------------------------
|                
|                 |                                     
|                 |                                     
|                 |                                     
|                
|4. Joint Venture
|                
|                 | (a)                                 
|                
|                 |                                     
|                 |                                     
|                
|                 |                                     
|                
|                 |                                     
|                 |                                     
|                
|                 | (b)                                 



F-14

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 6.                                                                                    | MINERAL RESOURCE AGREEMENT (cont'd)
|------------------------------------------------------------------------------------------ | -----------------------------------
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|The parties'
 deemed expenditures upon formation of the Joint Venture shall be as follows:
|                                                                                          
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                          
|                                                                                           | (c)                                
|                                                                                          
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                           |                                    
|                                                                                          
|                                                                                           |                                    
|                                                                                          





F-15

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|MIDDLE KINGDOM RESOURCES LTD. 
|------------------------------
|(A Nevada Corporation)        
|(An Exploration Stage Company)
|Notes to Financial Statements 
|August 31, 2005               
|(Expressed in U.S. Dollars)   



|Note 6.                                              | MINERAL RESOURCE AGREEMENT (cont'd)
|---------------------------------------------------- | -----------------------------------
|                                                    
|                                                     | 5.                                 
|                                                    
|                                                     |                                    
|                                                    
|                                                     |                                    
|                                                    
|                                                     | 6.                                 
|                                                    
|                                                     |                                    
|                                                    
|Note 7. Donated Capital/Restatement of 2004 figures.
|                                                    
|                                                     |                                    





F-16

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PART IV

ITEM 13.     EXHIBITS

Exhibits

The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-120051 on October 28, 2004. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:

|Exhibit No. | Document Description                 
|----------- | -------------------------------------
|3.1         | Articles of Incorporation.           
|3.2         | Bylaws.                              
|4.1         | Specimen Stock Certificate.          
|10.1        | Agreement with Energold Minerals Inc.
|99.1        | Subscription Agreement.              

The following Exhibits are incorporated herein by reference from the Registrant's Form 10-KSB filed with the Securities and Exchange Commission on December 14, 2005.

|Exhibit No. | Document Description                                         
|----------- | -------------------------------------------------------------
|            |                                                              
|14.1        | Code of Ethics.                                              
|10.2        | Option and Joint Venture Exploration and Extension Agreement.
|99.1        | Audit Committee Charter.                                     
|99.2        | Disclosure Committee Charter.                                

The following documents are included herein:

|Exhibit No. | Document Description                                                                                                                                                                         
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                              
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).                











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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 2nd day of February, 2006.



| | MIDDLE KINGDOM RESOURCES LTD.
| | -----------------------------
| |                              
| | BY:                          
| |                              























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