UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(x)
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
      1934


For the fiscal
      year ended May 31, 2008





(
      )
            TRANSACTION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
      transaction period
      from                                                                
      toCommission File
      number                                                                333-144923





LAURAL RESOURCES, INC.(Exact
      name of Company as specified in
charter)





Nevada
            14-1994102State
      or other jurisdiction of incorporation or organization
            (I.R.S.
      Employee I.D. No.)





#15 –
      1019 North Shore Blvd.Burlington,
      Ontario, Canada
            L7T 1X8(Address of
      principal executive offices)
            (Zip
      Code)





Issuer’s
      telephone
      number                                                      1-905-639-4525Securities
      registered pursuant to Section 12(b) of the Act:





Title
      of each share
            Name of
      each exchange on which registeredNone
            None





Securities
      registered pursuant to Section 12 (g) of the Act:None(Title of Class)





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 a shorter period
that Laural Resources, Inc. was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.





(1)   Yes
      [X]
            No
      [ ]
            (2)
            Yes
      [X]    No
  [   ]





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 Laural Resources, Inc. knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [    ]





State
      issuer’s revenues for its most recent fiscal year:
            $  -0-





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





State the
aggregate market value of the voting stock held by nonaffiliates of Laural
Resources, Inc.  The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specific date within the past 60
days.






-1-







As at May
31, 2008, the aggregate market value of the voting stock held by nonaffiliates
is undeterminable and is considered to be 0.





(ISSUER
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)





Not
applicable





(APPLICABLE
ONLY TO CORPORATE COMPANYS)





As of
July 31, 2008, Laural Resources, Inc. has 51,000,000 shares of common stock
issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Exhibits
incorporated by reference are referred under Part IV.











-2-











TABLE
OF CONTENTS




PART 1


Page





ITEM
      1.
            DESCRIPTION
      OF BUSINESS
            4ITEM
      2.
            DESCRIPTION
      OF PROPERTY
            9ITEM
      3.
            LEGAL
      PROCEEDINGS
            12ITEM
      4.
            SUBMISSION
      OF MATTERS TO VOTE OF SECURITIES HOLDERS
            12PART IIITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            13ITEM
      6.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            13ITEM
      7.
            FINANCIAL
      STATEMENTS
            18ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            18ITEM
      8A
            CONTROLS
      AND PROCEDURES
            18PART IIIITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
      SECTION 16 (a) OF THE EXCHANGE ACT
            19ITEM
      10.
            EXECUTIVE
      COMPENSATION
            21ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
            22ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            25PART IVITEM
      13.
            EXHIBITS
      AND REPORTS ON FORM 8-K
            25ITEM
      14
            PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES
            26SIGNATURES
            28











-3-











PART
1







ITEM
      1.  DESCRIPTION OF
BUSINESS







History
and Organization





We,
Laural Resources, Inc. (“Laural”) were incorporated in the State of Nevada on
February 13, 2007 and established a fiscal year end of May 31.  We do
not have any subsidiaries, affiliated companies or joint venture
partners.




We are a
start-up, pre-exploration stage company engaged in the search for gold and
related minerals and have not generated any operating revenues since
inception.  We have incurred losses since inception and our auditors
have issued a going concern opinion since we must raise additional capital to
fund our operations.   There is no assurance we will be able to
raise this capital.




There is
no assurance that a commercially viable mineral deposit, a reserve, exists at
our mineral claim or can be shown to exist until sufficient and appropriate
exploration is done and a comprehensive evaluation of such work concludes
economic and legal feasibility.   Such work could take many years
of exploration and would require expenditure of very substantial amounts of
capital, capital we do not currently have and may never be able to
raise.




Our sole
holding is a 100% interest in the Waibau Claim located in the Republic of Fiji.
Laural acquired the Waibau Claim for the sum of $5,000. We own no property other
than the Waibau Claim.




As of the
date of this Form 10-K, we have not conducted any exploration work on the Waibau
Claim.We do not
have funds sufficient to complete only Phase 1 of a two-phase exploration
program recommended for the Waibau Claim.  We will be required to
raise money in order for us to undertake an exploration program and meet our
ongoing financial commitments to our creditors.





We have
no fulltime employees and our management devotes a small percentage of their
time to the affairs of the Company.





Our
administrative office is located at # 15 – 1019 North Shore Blvd. E.,
Burlington, Ontario, Canada, L7T 1X8.  Our telephone number is (905)
639- 4525.





Presently
our outstanding share capital is 51,000,000 common shares.   We
have no other type of shares either authorized or issued.





The
shareholders may read and copy any material filed by Laural with the SEC at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC,
20549.   The shareholders may obtain information on the
operations of the Public Reference Room by calling the SEC at
1-800-SEC-0330.   The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information which
Laural has filed electronically with the SEC by assessing the website using the
following address:  http://www.sec.gov.   Laural
has no website at this time.





Planned
Business





The
following discussion should be read in conjunction with the information
contained in the financial statements of Laural and the notes, which form an
integral part of the financial statements, which are attached
hereto.








-4-





The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.





This Form
10-K also contains forward-looking statements that involve risks and
uncertainties.  If any of the events or circumstances described in the
following risks actually occurs, our business, financial condition, or results
of operations could be materially adversely affected and the price of our common
stock could decline on the OTCBB.





RISK
FACTORS




We
lack an operating history and have losses, which we expect to continue into the
future. As a result, we may have to suspend or cease exploration activity or
cease operations.




While we
were incorporated in 2007, we have not yet conducted any exploration
activities.  We have not generated any revenues. We have no
exploration history upon which you can evaluate the likelihood of our future
success or failure.  Our net loss from inception to May 31, 2008, the
date of our most recent audited financial statements is $76,787.  Our
ability to achieve profitability and positive cash flow in the future is
dependent upon




*
            our
      ability to locate a profitable mineral property*
            our
      ability to locate an economic ore reserve*
            our
      ability to generate revenues*
            our
      ability to reduce exploration
costs.




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues may cause us
to go out of business.




We have no known
ore reserves and we cannot guarantee we will find any gold and/or silver
mineralization
or, if we find gold and/or silver mineralization, that it may be economically
extracted.  If we fail to find any gold and/or silver mineralization
or if we are unable to find gold and/or silver mineralization that may be
economically extracted, we will have to cease operations.




We have
no known ore reserves. Even if we find gold and/or silvermineralizationwe
cannot guarantee that any gold and/or silver mineralizationwill
be of sufficient quantity so as to warrant recovery. Additionally, even if we
find gold and/or silver mineralizationin
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold and/or silvermineralizationis
recoverable, we cannot guarantee that this can be done at a profit. Failure to
locate gold deposits in economically recoverable quantities will cause us to
cease operations.




Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our property does not contain any reserves, and any
funds spent on exploration will be lost.




Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our sole property, the Waibau Claim, does not contain
any reserves, and any funds spent on exploration will be lost. If we cannot
raise further funds as a result, we may have to suspend or cease operations
entirely which would result in the loss of your investment.






-5-






Because
our officers and directors do not have technical training or experience in
starting, and operating an exploration company nor in managing a public company,
we will have to hire qualified personnel to fulfill these functions. If we lack
funds to retain such personnel, or cannot locate qualified personnel, we may
have to suspend or cease exploration activity or cease operations which will
result in the loss of your investment.




None of
our management team has experience exploring for minerals, starting and
operating a mineral exploration company, nor do they have training in these
areas.  As a result their decisions and choices may not take into
account standard managerial approaches mineral exploration companies commonly
use. Consequently our ultimate financial success could suffer irreparable harm
due to certain of management's lack of experience.  Additionally, our
officers and directors have no direct training or experience in managing and
fulfilling the regulatory reporting obligations of a ‘public company’ like
Laural.  We will have to hire professionals to undertake these filing
requirements for Laural and this will increase the overall cost of operations.
As a result we may have to suspend or cease exploration activity, or cease
operations altogether, which will result in the loss of your
investment.




If
we don't raise enough capital for exploration, we will have to delay exploration
or go out of business, which will result in the loss of your
investment.




We
estimate that, with funding committed by our management combined with our cash
on hand, we have sufficient cash to continue operations for twelve months
provided we only carry out Phase I of our planned exploration
activity.  We are in the pre-exploration stage.  We need to
raise additional capital to undertake even Phase II of our planned exploration
activity.  You may be investing in a company that will not have the
funds necessary to conduct any meaningful exploration activity due to our
inability to raise additional capital. If that occurs we will have to delay
exploration or cease our exploration activity and go out of business which will
result in the loss of your investment.




Since we are
small and do not have much capital, we must limit our exploration and as a
result may not find an ore body. Without an ore
body, we cannot generate revenues and you will lose your
investment.




The
possibility of development of and production from our exploration property
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified professional engineers and
geologists.  We are a small company and do not have much
capital.  We must limit our exploration activity unless and until we
raise additional capital.  Any decision to expand our operations on
our exploration property will involve the consideration and evaluation of
several significant factors beyond our control.  These factors
include, but are not limited to:




●
            Market
      prices for the minerals to be produced;●
            Costs
      of bringing the property into production including exploration preparation
      of production feasibility studies and construction of production
      facilities;●
            Political
      climate and/or governmental regulations and controls;●
            Ongoing
      costs of production;●
            Availability
      and cost of financing; and●
            Environmental
      compliance regulations and
restraints.




These
types of programs require substantial capital. Because we may have to limit our
exploration, we may not find an ore body, even though our property may contain
mineralized material. Without an ore body, we cannot generate revenues and you
will lose your investment.






-6-






Because our
officers and directors have other outside business activities and may not be in
a position to devote a majority of their time to our exploration activity, our
exploration activity may be sporadic which may result in periodic interruptions
or suspensions of exploration.




Our
President will be devoting only 15% of his time, approximately 24 hours per
month, to our business.  Our Chief Financial Officer and
Secretary-Treasurer will be devoting only approximately 10% of his time, or 16
hours per month to our operations. As a consequence of the limited devotion of
time to the affairs of the Company expected from management, our business may
suffer.  For example,  because our officers and directors
have other outside business activities and may not be in a position to devote a
majority of their time to our exploration activity, our exploration activity may
be sporadic or may be periodically interrupted or
suspended.   Such suspensions or interruptions may cause us to
cease operations altogether and go out of business.




We
may not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend exploration
activity.




We have
made no attempt to locate or negotiate with any suppliers of products, equipment
or materials. We will attempt to locate products, equipment and materials as and
when we begin to undertake exploration activity, expected later this year.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of equipment and/or supplies we need to
conduct our planned exploration work.  If we cannot find the products
and equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.




No
matter how much money is spent on the Waibau Claim, the risk is that we might
never identify a commercially viable ore reserve.





Over the
coming years, we might expend considerable capital on exploration of the Waibau
Claim without finding anything of value.  It is very likely the Waibau
Claim does not contain any reserves so any funds spent on exploration will
probably be lost.  No matter how much money is spent on the Waibau
Claim, we might never be able to find a commercially viable ore
reserve.




Even
if our property were found to contain a deposit, since we have not put a mineral
deposit into production before, we will have to acquire outside expertise. If we
are unable to acquire such expertise we may be unable to put our property into
production and you may lose your investment.




We have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.




Mineral
exploration and development activities are inherently risky and we may be
exposed to environmental liabilities. If such an event were to occur it may
result in a loss of your investment.




The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into
production.  Most exploration projects do not result in the discovery
of commercially mineable deposits of ore.  The Waibau Claim, our sole
property, does not have a known body of commercial ore. Should our mineral claim
be found to have commercial quantities of ore, we would be subject to additional
risks respecting any development and production activities. Unusual or
unexpected formations, formation pressures, fires, power outages, labor
disruptions, flooding, explosions, cave-ins, landslides and the inability to
obtain suitable or adequate machinery, equipment or labor are other risks
involved in extraction operations and the conduct of exploration programs. We do
not carry liability insurance with respect to our mineral exploration operations
and we may become subject to liability for damage to life and property,
environmental damage, cave-ins or hazards. There are also physical risks to the
exploration personnel working in the rugged terrain of our claim. Previous
mining exploration activities may have caused environmental damage to the Waibau
Claim. It may be difficult or impossible to assess the extent to which such
damage was caused by us or by the activities of previous operators, in which
case, any indemnities and exemptions from liability may be
ineffective.






-7-






Even
with positive results during exploration, the Waibau Claim might never be put
into commercial production due to inadequate tonnage, low metal prices or high
extraction costs.





We might
be successful, during future exploration programs, in identifying a source of
minerals of good grade but not in the quantity, the tonnage, required to make
commercial production feasible.  If the cost of extracting any
minerals that might be found on the Waibau Claim is in excess of the selling
price of such minerals, we would not be able to develop the
claim.  Accordingly even if ore reserves were found on the Waibau
Claim, without sufficient tonnage we would still not be able to economically
extract the minerals from the claim in which case we would have to abandon the
Waibau Claim and seek another mineral property to develop, or cease operations
altogether.




Our
officers and directors own a substantial amount of our common stock and will
have substantial influence over our operations.




Our
directors and officers currently own 35,000,000 shares of common stock (after
the recent forward stock split of 20 to 1) representing 68.6% of our outstanding
shares.  The directors and officers registered for resale under an
effective Form SB-2 3,500,000 of their shares.  Assuming that such
directors and officers sell their 3,500,000 shares, they will still own
31,500,000 shares of common stock representing 61.8% of our outstanding
shares.  As a result, they will have substantial influence over our
operations and can effect certain corporate transaction without further
shareholder approval.  This concentration of ownership may also have
the effect of delaying or preventing a change in control.





Even if a market develops for our shares our shares
may be thinly traded, with wide share price fluctuations, low share prices and
minimal liquidity.





If a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:





●
            Potential
      investors’ anticipated feeling regarding our results of
      operations;●
            Increased
      competition and/or variations in mineral prices;●
            Our
      ability or inability to generate future revenues; and●
            Market
      perception of the future of the mineral exploration
    industry.





In
addition, our share price may be impacted by factors that are unrelated or
disproportionate to our operating performance.  Our share price might
be affected by general economic, political and market conditions, such as
recessions, interest rates or international currency fluctuations.  In
addition, stocks traded over the OTCBB quotation system are usually thinly
traded, highly volatile and not followed by analysts.  These factors,
which are not under our control, may have a material effect on our share
price.











-8-








We
anticipate the need to sell additional treasury shares in the future meaning
that there will be a dilution to our existing shareholders resulting in their
percentage ownership in the Company being reduced accordingly.





We may
seek additional funds through the sale of our common stock.  This will
result in a dilution effect to our shareholders whereby their percentage
ownership interest in the Company is reduced.  The magnitude of this
dilution effect will be determined by the number of shares we will have to issue
in the future to obtain the funds required.




Since our securities are
subject to penny stock rules, you may have difficulty reselling your
shares.




Our
shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.





Forward
Looking Statements





In
addition to the other information contained in this Form 10K, it contains
forward-looking statements which involve risk and uncertainties.  When
used in this prospectus, the words “may”, “will”, “expect”, “anticipate”,
“continue”, “estimate”, “project”, “intend”, “believe” and similar expressions
are intended to identify forward-looking statements regarding events, conditions
and financial trends that may affect our future plan of operations, business
strategy, operating results and financial position.  Readers are
cautioned that any forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties and that actual results
could differ materially from the results expressed in or implied by these
forward-looking statements as a result of various factors, many of which are
beyond our control.  Any reader should review in detail this entire
Form 10K-SB including financial statements, attachments and risk factors before
considering an investment.










ITEM
      2. DESCRIPTION OF PROPERTY






Particulars
of the Waibau Claim, our sole mineral property follow.




Location
and Access




The
Waibau Claim is located approximately 18 kilometers (9 miles) south of Lautoka,
Fiji.  The area covered by the Claim is an active mineral exploration
and development region with plenty of heavy equipment and operators available
for hire.  Lautoka provides all necessary amenities and supplies
including, fuel, helicopter services, hardware, drilling companies and assay
services.  Access to our Claim is via major highway south from Lautoka
followed by good secondary gravel roads.   No water is required
for the purposes of our planned exploration work.  No electrical power
is required at this stage of exploration.  Any electrical power that
might be required in the foreseeable future could be supplied by gas powered
portable generators.








-9-





The
claim’s terrain is rugged with elevations ranging from of 1,950 feet to over
4,300 feet.  Tropical mountain forests grow at lower elevations in the
northeast corner of the claim and good rock exposure is found along the peaks
and ridges in the western portion of the claim. The climate is mild year round
with the rainy season falling from May to October.




Property
Geology





A belt of
volcanic rocks, of the Ba Volcanic Group, underlies the
property.  These volcanic rocks are exposed along a wide axial zone of
a broad complex.  The presence of these rocks is relevant to us as
gold, at the nearby (approximately 19 miles to the west of our claim) Waiso Gold
Mine, currently a producer of gold in commercial quantities, is generally
concentrated within extrusive volcanic rocks (of the Ba Volcanic
Group)  in the walls of large volcanic caldera.





The main
igneous intrusions consist of Colo Plutonoic Suite consisting of tholetic
gabbros, tonalities and tondjhemites. Age data indicate that the intrusive rocks
are intermediate in age between Ba Volcanic Group rocks west of the area and the
younger Tertiary Wainimala Group rocks exposed to the east.




Theoletic
Gabbros, for example, are generally are a greenish or dark coloured fine to
coarse grained rock. Irregular shaped masses of so called "soda granite" are
seen in both sharp and gradational contact with the diorite. The different
phases of Colo Plutonic Suite are exposed from south of the Waibau Gold Claim to
just north of the town of Lautoka and are principal host rocks for gold veins at
the previously mentioned Waisoi Gold Mine.




On a
regional basis the area of Fiji in which the Waibau Claim is located is notable
for epi-thermal type gold deposits such as that exploited at the previously
mentioned Waisoi Gold Mine. While no mineralization has been reported for the
area covered by the Waibau Claim, structures and shear zones affiliated with
mineralization on adjacent properties pass through the claim.




Previous
Exploration





To our
knowledge based on examination by our geologist of available records, no
detailed exploration has previously been undertaken on the area covered by the
Waibau Claim. Numerous showings of mineralization have been discovered in the
area however and six prospects have achieved significant
production.  The same rock units of the Ba Volcanic Group that are
found at those mineral occurrences underlie our claim. The Symonds’ Report has
concluded that further exploration of the Waibau Claim is
warranted.  No assurance, however, can be given that any
mineralization will found on our Claim.




Proposed Exploration
Work – Plan of Operation




The
Symonds’ Report recommends a phased exploration program to properly evaluate the
potential of the Waibau Claim.  Mr.
Symonds is a registered member in good standing of the Geological Society of
Fiji.  He is a graduate of Nagoya University, Nagoya, Japan with both
a Bachelor of Science degree, Geology (1976) and a Master of Science
(1978).  Mr. Symonds has practiced his profession as a geologist since
1979.  He visited our claim in February 2007 and has worked on other
mineral exploration projects in the immediate vicinity of our
claim.




We must
conduct exploration to determine what minerals exist on our property and whether
they can be economically extracted and profitably processed. We plan to proceed
with exploration of the Waibau Claim by completing Phase I of the work
recommended in the Symonds Report, in order to begin determining the potential
for discovering commercially exploitable deposits of gold on our
claim.








-10-






We have
not discovered any ores or reserves on the Waibau Claim, our sole mineral
property. Our planned Phase I work is exploratory in nature.




The
Symonds Report recommends a two-phase exploration program to properly evaluate
the potential of the claim.  Phase I work will consist of geological
mapping and surveying.  This will involve, among other things,
establishing a grid and the creation of maps showing all features of the terrain
of our claim. We will create an actual grid on the ground whereby items can be
related one to another more easily and with greater accuracy. When we map, we
will actually draw a scale map of the area and make notes on it as to the
location where anything (e.g. potential mineralization) was found that was of
interest.  In the process we will also identify any showings which
appear to warrant sampling, i.e. any rock formations that appear to warrant our
taking soil and rock samples from the claims to a laboratory where a
determination of the elemental make-up of the sample and the exact
concentrations of gold and other indicator minerals can be made. We anticipate,
based on the estimate contained in the Symonds Report, that Phase I work will
cost $11,050 (Fiji $17,700).  The Waibau Claim is located in a
tropical climatic area so the claim can be worked year round. We anticipate
completing Phase I before the end of 2008.




Should
Phase I results warrant further work, and provided we are able to raise
additional funds to undertake additional work on the Waibau Claim, we would
undertake the  Phase II work recommended in the Symonds’ Report. The
Phase II geochemical and surface sampling work would be designed to compare the
relative concentrations of gold and other indicator minerals in samples so the
results from different samples can be compared in a more precise manner and
plotted on a map to evaluate their significance.




If an
apparent mineralized zone(s) is identified and narrowed down to a specific area
by the Phase I & II work, we would then consider (again subject to our
ability to raise additional funds to do so) the feasibility
of   diamond drilling selected targets to test the apparent
mineralized zones.  The cost of such a program, assuming it is
warranted, cannot be estimated at this time.




The
recommended Phase II work is estimated to cost a further $13,560 (Fiji
$21,700).  At this point we have funds available to complete Phase I
only.  We will have to raise additional capital in order to carry out
Phase II, work or any other work beyond Phase I.Particularly
since we have a limited operating history, no reserves and no revenue, our
ability to raise additional funds might be limited.  If we are unable
to raise the necessary funds, we would be required to suspend Laural’s
operations and liquidate our company.




There are
no permanent facilities, plants, buildings or equipment on the Waibau
Claim.




Competitive
Factors




The
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the mining
business which is the cornerstone of the founding and early stage development of
the mining industry. While we generally compete with other exploration
companies, there is no competition for the exploration or removal of minerals
from our claims. Readily available markets exist for the sale of gold.
Therefore, we will likely be able to sell any gold that we are able to recover,
in the event commercial quantities are discovered on the Waibau
Claims.  There is no ore body on the Waibau Claims.




Government
Regulation




Exploration
activities are subject to various national, state, foreign and local laws and
regulations in Fiji, which govern prospecting, development, mining, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
of the environment, mine safety, hazardous substances and other matters. We
believe that we are in compliance in all material respects with applicable
mining, health, safety and environmental statutes and the regulations passed
thereunder in Fiji.






-11-






Environmental
Regulation




Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.




Employees




Initially,
we intend to use the services of subcontractors for manual labor exploration
work on our claim.  At present, we have no employees as such although
each of our officers and directors devotes a portion of his time to the affairs
of the Company.  None of our officers and directors has an employment
agreement with us. We presently do not have pension, health, annuity, insurance,
profit sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any
employee.




As
indicated above we will hire subcontractors on an as needed basis. We have not
entered into negotiations or contracts with any of potential
subcontractors.  We do not intend to initiate negotiations or hire
anyone until we are nearing the time of commencement of our planned exploration
activities.




There are
no permanent facilities, plants, buildings or equipment on the Waibau
Claims.




Investment
Policies





Laural
does not have an investment policy at this time.  Any excess funds it
has on hand will be deposited in interest bearing notes such as term deposits or
short term money instruments. There are no restrictions on what the director is
able to invest or additional funds held by Laural.   Presently
Laural does not have any excess funds to invest.







ITEM
      3. LEGAL PROCEEDINGS







There are
no legal proceedings to which Laural is a party or to which the Waibau Claims
are subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.







ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
  HOLDERS







There has
been no Annual General Meeting of Stockholders since Laural’s date of
inception.  Management has not set a date for an Annual General
Meeting of Stockholders











-12-








ITEM
      5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS







Since
inception, there has been no established trading market for Laural’s common
stock nor has Laural has not paid any dividends on its common stock, and Laural
does not anticipate that it will pay dividends in the foreseeable
future.  As at May 31, 2007, Laural had 37 shareholders; two of these
shareholders are an officers and director of Laural.





Option
Grants and Warrants outstanding since Inception.





No stock
options have been granted since Laural’s inception.





There are
no outstanding warrants or conversion privileges for Laural’s
shares.








ITEM
6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION








Corporate
Organization and History Within Last Five years





The
Company was incorporated under the laws of the State of Nevada on February 13,
2007 under the name Laural Resources, Inc.  The Company does not have
any subsidiaries, affiliated companies or joint venture partners.





We have
not been involved in any bankruptcy, receivership or similar proceedings since
inception nor have we been party to a reclassification, merger, consolidation,
or purchase or sale of a significant amount of assets not in the ordinary course
of business other than the Waibau Gold Claim.    We have a
specific business plan to complete Phase I of our exploration program during the
fall of 2008.





Business
Development Since Inception





We have
relied upon advances from our directors to assist in financing the Company’s
operations since inception.  As of the July 15, 2008 our directors had
advanced an aggregate total of $36,199to the Company.





With
funds advanced by one of our directors we identified and acquired a mineral
property that we consider holds the potential to contain gold
mineralization.  On March 1, 2007 we purchased, for $5,000, the Waibau
Gold Claim (hereinafter the “Waibau Claim”) from Siti Ventures Inc., an
independent prospecting company based in Fiji.  The Waibau Claim is
situated approximately 9 miles south of the town of Lautoka, on the island of
Viti Levu, the largest and most populous island in the Republic of
Fiji.





In March
2007 we engaged Robert Symonds, P. Geol., to conduct a review and analysis of
the Waibau Claim and the previous exploration work undertaken on the property
and to recommend a mineral exploration program for the Waibau
Claim.  Mr. Symond’s report titled “Summary of Exploration of the
Waibau Property, Lautoka, Fiji” dated March 12, 2007 recommends a two-phase
exploration program for the Waibau Claim.






-13-






We raised
$1,750 in initial seed capital on April 10, 2007 in order to provide some
working capital for the Company and on May 31, 2007 Laural closed a private
placement pursuant to Regulation S of the Securities Act of 1933, whereby
800,000 common shares were sold at the price of $0.05 per share to raise
$40,000.





We intend
to undertake exploration work on the Waibau Claim.  We are presently
in the pre-exploration stage and there is no assurance that mineralized material
with any commercial value exits on our property. We do not have any ore body and
have not generated any revenues from our operations.  Our planned
exploration work is exploratory in nature.  We are the registered and
beneficial owner of a 100% interest in the Waibau Claim located in the Republic
of Fiji.


The
Waibau Claim covers an area of approximately 81 hectares (approximately 200
acres).




Our
Business




We intend
to undertake exploration work on the Waibau Claim, located near the town of
Lautoka, in the Republic of Fiji.




We are
presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on our
property.




We do not
have any ore body and have not generated any revenues from our
operations.




To become
profitable and competitive, we must invest into the exploration of our property
before we start production of any minerals we may find. We must obtain equity or
debt financing to provide the capital required to fully implement our phased
exploration program.We have no
assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we will be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing
shareholders.




Our auditors have issued a going
concern opinion. This means that our auditors believe there is substantial doubt
that we can continue as an on-going business for the next twelve months unless
we obtain additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we begin removing
and selling minerals. Accordingly, we must raise cash from sources other than
the sale of minerals found on the Waibau Claims. That cash must be raised from
other sources. Our only other source for cash at this time is investments by
others in the Company.  We must raise cash to implement our planned
exploration program and stay in business.




To meet
our need for cash we must raise additional capital.  We will attempt
to raise additional money through a private placement, public offering or
through loans.  We have discussed this matter with our officers and
directors.  At the present time, we have not made any arrangements to
raise additional cash.  We require additional cash to continue
operations.  Such operations could take many years of exploration and
would require expenditure of very substantial amounts of money, money we do not
presently have and may never be able to raise.   If we cannot
raise it we will have to abandon our planned exploration activities and go out
of business.




Our
future financial success will be dependent on the success of the exploration
work on the Waibau Claim.   Such exploration may take years to
complete and future cash flows, if any, are impossible to predict at this
time.   The realization value from any mineralization which may
be discovered by us is largely dependent on factors beyond our control such as
the market value of metals produced, mining regulations in the Republic of Fiji
and foreign exchange rates.





Our
capital commitments for the next twelve months consist of expenses associated
with the completion of Phase I of our exploration program, estimated at
$11,050.   Including Phase I work, we will have to incur the
following estimated expenses over the next twelve months:






-14-








Expenses
            Amount
            DescriptionAccounting
            $  5,775
            Fees to
      the internal accountant for preparing the quarter and annual working
      papers for the financial statements to be reviewed and examined by the
      independent accountants.   This also includes applicable
      taxes.Audit
            4,000
            Review
      of the quarterly financial statements and examination of the annual
      financial statements and rendering an opinion thereon.Bank
      charges
            150
            Estimated bank
      chargesExploration
            11,050
            Completion of
      Phase IFiling
      fees
            200
            Annual
      fee to the Secretary of State for NevadaManagement
      fees
            12,000
            Agreed
      amount of $1,000 per monthOffice
            500
            Photocopying,
      delivery and fax expensesRent
            3,600
            Agreed
      upon rent at $300 per month.Transfer
      agent’s fees
            1,000
            Preparation of
      share certificates and other documents periodically required by the
      CompanyEstimated
      expenses
            38,275Accounts
      Payable – third parties
      – May 31, 2008
            11,561
            Represents the
      amounts owed to third party creditors as at May 31,
2008Total
      estimated cash needed
            49,836Less:
      cash on hand – May 31, 2008
            (12,723)
            Cash
      on hand as at May 31, 2008 applied to estimated
  expenses.Additional
      cash required
            $   37,113





As
indicated above, we intend to offset the cash shortfall of $37,113 by future
advances of cash of approximately $20,000 to the Company committed to by our
directors and officers.  This will not eliminate our entire shortfall
and therefore management will have to seek other means of obtaining financing in
the future.




We have
no plant or significant equipment to sell, nor are we going to buy any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from the land.




We may
attempt to interest other companies to undertake exploration work on the Waibau
Claim through joint venture arrangement or even the sale of part of the Waibau
Claim.  Neither of these avenues has been pursued as of the date of
this Form 10K.




Our
engineer has recommended a two-phase exploration program for the Waibau
Claim.  However, even if Phase I results suggest Phase II work is
warranted, we do not presently have the requisite funds and so will be unable to
complete anything beyond Phase I of the recommended exploration program until we
raise more money or find a joint venture partner to complete the exploration
work.  If we cannot find a joint venture partner and do not raise more
money, we will be unable to complete any work beyond Phase I of the exploration
program recommended by our engineer.  If we are unable to finance
additional exploration activities, we do not know what we will do and we do not
have any plans to do anything else.




We do not
intend to hire any employees at this time. All of the work on the Waibau Claim
will be conducted by unaffiliated independent contractors that we will hire. The
independent contractors will be responsible for surveying, exploration, and
excavation.  We may engage a geologist to assist in evaluating the
information derived from the exploration and excavation including advising us on
the economic feasibility of removing any mineralized material we may
discover.






-15-





Trends




We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future.  We are unaware
of any known trends, events or  uncertainties that have
had,  or are reasonably likely to have, a material impact on our
business or income, either in the long term of short term, other than as
described  in this section or in ‘Risk Factors’.




Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions, discussed below, currently exists which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.




Twelve
months ended May 31, 2008 and for the period from February 13, 2007 (date of
inception) to May 31, 2007 and for the period from February 13, 2007 (date of
inception) to May 31, 2008.




We
incurred accumulated net losses since inception of $76,787 as detailed in the
following table:




Expenses
            Ref.
            For
      the twelve months ended
              May 31, 2008
            From
      inception to
              May 31, 2007
            From
      inception to
              May 31, 2008Accounting
      and audit
            (i)
            $     11,453
            $    3,825
            $     15,278Bank
      charges
            
            110
            91
            201Consulting
            (ii)
            18,000
            4,000
            22,000Exploration
      costs
            (iii)
            1,172
            5,000
            6,172Filing
      fees
            (iv)
            129
            350
            479Geological
      report
            (v)
            -
            2,000
            2,000Incorporation
      costs
            (vi)
            -
            590
            590Legal
            (vii)
            6,580
            -
            6,580Management
      fees
            (viii)
            12,000
            1,000
            13,000Office
            (ix)
            2,680
            368
            3,048Rent
            (x)
            3,600
            300
            3,900Transfer
      agent fees
            (xi)
            2,154
            -
            2,154Travel
      and entertainment
            (xii)
            1,385
            -
            1,385Total
            
            $  59,263
            $  17,524
            $  76,787





(i)           Audit
and Accounting





Auditing
      and accounting expense represents the cost of the preparation of the
      financial statements for the three months ended August 31, 2007, the six
      months ended November 30, 2007, the nine months ended February 29, 2008
      and for the fiscal year ended May 31, 2008 and the subsequent review and
      examination of these statements by our independent
      accountants.






-16-





(ii)           Consulting





Laural
engaged the services of DTMD Consultants to prepare a registration statement for
filing with the SEC and prepare the documents need to complete the forward split
of the share capital.





(iii)           Exploration
costs





The Company required a mining license
since it has a mineral claim in Fiji.





(iv)           Filing
fees





Represents
      paid to SEC to file Form SB-2 and wire charges associated
      therewith.   In addition Laural obtained a CUSIP
      number.





(v)           Geological
Report





The cost for Laural obtaining the
Symonds’ report.





(vi)           Incorporation
costs





There
      were no incorporation costs in the 2008 year
  end.





(vii)           Legal
Fees





Legal
fees were paid to obtain an opinion as Exhibit 5 to the registration statement,
opinion requested by the Laural’s transfer agent and a review of documents by
legal counsel for Laural’s market maker.





(viii)                      Management
fees





The
Company pays its president, Mandi Luis, $1,000 per month for performing certain
administrative duties on behalf of Laural.





(ix)           Office





Office expenses during the last year
were mainly for courier, postage, office supplies, etc.





(ix)           Rent





We
      do not have an office but have arranged to use Mandi Luis’s office in her
      personal residence until such time as it become advantageous to rent our
      own office space.  In consideration for the use of his office,
      we have agreed to pay her $300 per month with part of the payment being
      applied to her telephone charges.





(xi)           Transfer
agent fees





We have
paid Empire Stock Transfer $1,000 for the annual transfer agent fee, $650
for   transferring of stock certificates and other fees of
$200.








-17-





(xii)           Travel
and entertainment





Meetings
      with shareholders and traveling
costs.




Balance
Sheets




Total
cash and cash equivalents as at May 31, 2008 was $12,723.  Our working
capital position as at May 31, 2008 was negative amount of
$34,938.   This was mainly due to $36,199 advanced by our
directors.




Total
shareholders’ equity as at May 31, 2008 was a deficiency of $35,037. Total
shares outstanding as at May 31, 2008 were 51,000,000 common
shares.   The increase in the number of shares outstanding
compared with the prior year was due to a forward stock split of 20 new shares
for each 1 old share held.




As of
July 15, 2008 share capital outstanding was 51,000,000 common
shares.




FINANCIAL
STATEMENTS




The
financial statements attached to this Form 10-K for the year ended May 31, 2008
have been examined by our independent accountants, Madsen & Associates CPA’s
Inc. and attached hereto.




ITEM
8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




During
the year ended May 31, 2008, to the best of our knowledge, there have been no
disagreements with Madsen & Associates CPA’s Inc. on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope procedures, which disagreement if not resolved to the satisfaction of
Madsen & Associates CPA’s Inc. would have caused them to make a reference in
connection with its report on the financial statements for the
year.





ITEM
8A – CONTROLS AND PROCEDURES


(a)           Evaluation of Disclosure
Controls and Procedures





Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of Laural’s controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) as of the end of the period
covered by this annual report on Form 10-K (the “Evaluation Date”), have
concluded that as of the Evaluation Date, Laural’s disclosure controls and
procedures were adequate and effective to ensure that material information
relating to it would be made known to it by others, particularly during the
period in which this annual report on Form 10-K was being prepared.





(b)           Changes in Internal
Controls





There
were no changes in Laural’s internal controls or in other factors that could
affect its disclosure controls and procedures subsequent to the Evaluation Date,
nor any deficiencies or material weaknesses in such disclosure controls and
procedures requiring corrective actions.








-18-








PART
111








ITEM
9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT




The name,
address, age and position of our officers and directors is set forth
below:




Name
      andAddress
            Position(s)
            AgeMandi
      Luis
              #
      15 – 1019 North Shore Blvd. E., Burlington, Ontario, Canada, L7T
      1X8
            Chief
      ExecutiveOfficer,
      President
              and
      Director (1)
            51Robert
      MacKay
              1
      Largo Lane, Scarborough, Ontario, Canada, M1J 1R2
            Chief
      Financial Officer,Chief
      Accounting
              Officer,
      Secretary-Treasurer  and Director (2)
            45





(1)
            Mandi
      Lui was appointed a director on February 23, 2007, President
      and  Principal  Executive Officer on
      February  24,
              2007.(2)
            Robert
      MacKay became a director on February 24, 2007 and was also appointed
      Secretary Treasurer and Chief Financial Officer
              on
      February  24, 2007.




Background of officers and
directors




MANDI
LUIS has been the President and Director of the Company since February
2007.  Ms. Luis worked for a major Canadian bank for over 27 years,
staring out in mortgage lending, soon rising to branch and then regional
management positions, with her emphasis shifting to human resources, project
management workplace wellness/mental health during her last decade with the
bank.   During the past five years Ms. Luis has operated a
consulting firm providing individual and group career consulting including such
services as career development, job search techniques and skills, interview
preparation, resume building and hosting/marketing of career development
retreats and seminars.





ROBERT
MacKAY has been a director and Secretary Treasurer of the Company since February
2007.  Since 1980, Mr. MacKay has been involved in community mental
health advocacy, initially in New Brunswick and more recently in Ontario. For
the past five years, Mr. MacKay has operated his own consulting company
specializing in the promotion, creation and implementation of ‘workplace
wellness’ dealing with the creation and maintenance of healthy (physical and
mental) working environments, for private industry and government.





None of
our officers and directors work full time for our company.  Mandi Luis
spends approximately 24 hours a month on administrative and accounting
matters.  As Secretary Treasurer, Robert MacKay spends approximately
16 hours per month on corporate matters.






-19-





None of
our directors is an officer or director of a company registered under the
Securities and Exchange Act of 1934.





Board
of Directors Audit Committee




Below is
a description of the Audit Committee of the Board of Directors.  The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.





Our audit
committee is comprised of Mandi Luis, our President and Chairman of the audit
committee, and Robert MacKay our Chief Financial Officer and Secretary Treasurer
neither of whom are independent.  Neither Ms. Luis nor Mr. MacKay can
be considered an “audit committee financial expert” as defined in Item 401 of
Regulation S-B.  The Company does not presently have, among its
officers and directors, a person meeting these qualifications and given our
financial conditions, does not anticipate in seeking an audit committee
financial expert in the near future.  However Ms. Luis, Chairman of
the Audit Committee, has engaged the services of an independent Chartered
Accountant as a consultant to provide advice to the Audit Committee as and when
the committee meets to review the Company’s financial statements.





Apart
from the Audit Committee, the Company has no other Board
committees.


Since
inception on February 13, 2007, our Board has conducted its business entirely by
consent resolutions and has not met, as such.  Our Audit Committee has
held one meeting.





Conflicts
of Interest





None of
our officers and directors is a director or officer of any other company
involved in the mining industry.  However there can be no assurance
such involvement in other companies in the mining industry will not occur in the
future.  Such potential future involvement could create a conflict of
interest.





To ensure
that potential conflicts of interest are avoided or declared, the Board of
Directors adopted, on February 24, 2007, a Code of Business Conduct and Ethics.
Laural’s Code of Business Conduct and Ethics embodies our commitment to such
ethical principles and sets forth the responsibilities of Laural and its
officers and directors to its shareholders, employees, customers, lenders and
other stakeholders. Our Code of Business Conduct and Ethics addresses general
business ethical principles and other relevant issues.





Significant
Employees





Except
payments to Ms. Luis, we have no paid employees as such.  Our Officers
and Directors fulfill many functions that would otherwise require Laural to hire
employees or outside consultants.  We anticipate engaging the services
of workers to assist in the exploration of the Waibau Claim.  We
expect to engage a field worker(s) later this year to assist in conduct the
Phase I exploration work to undertaken on the Waibau Claim by the end of
2007.  Any field workers we engage will not be considered employees
either on a full time or part time basis.  This is because our
exploration programs will not last more than a few weeks and once completed
these individuals will no longer be required to fulfill such
functions.





Family
Relationships





Our
President and our Chief Financial Officer and Secretary Treasurer are
unrelated.








-20-














Involvement
in Certain Legal Proceedings





To the
knowledge of the Company, during the past five years, none of our directors or
executive officers:





(1)
            has
      filed a petition under the federal bankruptcy laws or any state insolvency
      law, nor had a receiver, fiscal agent or similar officer appointed by the
      court for the business or property of such person, or any partnership in
      which he was a general partner at or within two years before the time of
      such filings;





(2)
            was
      convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





(3)
            was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from or otherwise limiting, the following
      activities:





(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;


(ii)  engaging in any type of
business practice; or


(iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;





(4)
            was
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activities;





(5)
            was
      found by a court of competent jurisdiction in a civil action or by the SEC
      to have violated any federal or state securities law, and the judgment in
      such civil action or finding by the SEC has not been subsequently
      reversed, suspended, or vacated.





(6)
            was
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.





EXECUTIVE
COMPENSATION





COMPENSATION
DISCUSSION AND ANALYSIS





General Philosophy





The
Company’s Board of Directors is responsible for establishing and administering
the Company’s executive and director compensation.







-21-





Executive Compensation





The Board
of Director has approved a management fee to Mandi Luis in the amount of $1,000
per month.  This monthly fee will pay Ms. Luis for time in performing
administrative functions for us including engaging consultants and developing
our business plan.  This fee was determined by the Board considering
the amount of time Mrs. Luis will provide to the Company and also taking into
consideration the financial condition of the Company.





Compensation
Summary





The
following table summarizes all compensation earned by or paid to our Chief
Executive Officer (Principal Executive Officer) and other executive officers,
during the past fiscal year ended May 31, 2008.





Summary Compensation
      Table





Name and principal position
            Year
            Salary
            Option Award
            All Other ompensation
            TotalMartin
      Mani Luis
              Chief
      Executive Officer,  President and Director
            2007
              2008
            $1,000
              12,000
            0
              0
            0
              0
            $1,000
              12,000Robert
      MacKay
              Chief
      Financial Officer, Secretary, Treasurer and Director
            2007
              2008
            0
              0
            0
              0
            0
              0
            0
              0




Compensation
of Directors and Officers




We have
no standard arrangement to compensate directors for their services in their
capacity as directors.  Directors are not paid for meetings
attended.   All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.





Our
President has received monthly, commencing May 1, 2007, the sum of $1,000 as a
management fee.








ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth, as at July 15, 2008, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.






-22-










Title
      orClass
            Name
      and Address ofBeneficial Owner (1)
            Amount
      ofBeneficialOwnership
      (2)
            Percent
      ofClassCommon
              Stock
            Mandi
      Luis
              #
      15 – 1019 North Shore Blvd. E., Burlington, Ontario, Canada,L7T
      1X8
            20,000,000
            39.2%Common
              Stock
            Robert
      MacKay
              1
      Largo LaneScarborough,
      Ontario,Canada,
      M1J 1R2
            15,000,000
            29.4%CommonStock
            Directors
      and Officers as aGroup
      (2 persons)
            35,000,000
            68.6%





(1)
            Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.





(2)
            Under
      Rule 13-d of the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the person having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
      persons.  None of our officers or directors has options,
      warrants, rights or conversion privileges
  outstanding.




Future
Sales by Existing Shareholders




As of
July 15, 2008 there are a total of 51,000,000 shares of our common stock issued
and outstanding. Of these, all 31,500,000 shares held by our two directors and
officers are ‘restricted shares’ as defined in Rule 144 of the Securities Act of
1933. Under our recent effective registration statement 3,500,000 shares held by
our directors and officers were qualified for resale.   The
current number of restricted shares owned by our officers and directors is as
follows:




Mandi
      Luis
            18,000,000
      sharesRobert
      Mackay
            13,500,000 sharesTotal
      restricted shares
            31,500,000
shares




DESCRIPTION OF
SECURITIES




Our
authorized capital consists of 300,000,000 shares of common stock, par value
$0.001 per share, of which 51,000,000 shares are issued and
outstanding.





The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs our Company; and are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of the shareholders.





The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.






-23-






Dividend
Policy





As of the
date of this prospectus we have not paid any cash dividends to
stockholders.  The declaration of any future cash dividends, if any,
will be at the discretion of the Board of Directors and will depend on our
earnings, if any, capital requirements and financial position, general economic
conditions and other pertinent conditions.  It is our present
intention not to pay any cash dividends in the near future.





Transfer
Agent





We have
engaged the services of Action Stock Transfer Corporation, 7069 S. Highland
Drive, Suite 300, Salt Lake City, UT., 84121 to act as transfer and
registrar.





Employment
Agreements with Executive Officers and Directors





There are
no employment agreements with any officers or directors other than the money
payment to them as more fully described elsewhere in this Form 10K.





Stock
Option Plan





We have
never established any form of stock option plan for the benefit of our
directors, officers or future employees.  We do not have a long-term
incentive plan nor do we have a defined benefit, pension plan, profit sharing or
other retirement plan.





Bonuses
and Deferred Compensation





None





Compensation
Pursuant to Plans





None





Pension
Table





None





Termination
of Employment





There are
no compensatory plans or arrangements, including payments to be received from
Laural, with respect to any person named in Summary of Compensation set out
above which would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person’s employment
with Laural, or any change in control of Laural, or a change in the person’s
responsibilities following a change in control of Laural.





Compliance
      with Section 16 (a) of the Exchange
Act





Laural
knows of no director, officer, beneficial owner of more than ten percent of any
class of equity securities of Laural’s registered pursuant to Section 12
(“Reporting Person”) that failed to file any reports required to be furnished
pursuant to Section 16(a).  No officer or director has filed a Form 3
with the SEC during the period under review.






-24-







ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Transactions
with Management and Others





Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of Laural, or any currently proposed transactions,
or series of similar transactions, to which Laural was or is to be a party, in
which the amount involved exceeds $60,000, and in which any director or
executive officer, or any security holder who is known by Laural to own of
record or beneficially more than 5% of any class of Laural’s common stock, or
any member of the immediate family of any of the foregoing persons, has an
interest.





Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since
inception of Laural, or any currently proposed transactions, or series of
similar transactions, to which Laural was or is to be a part, in which the
amount involved exceeded $60,000 and in which any director or executive officer,
or any security holder who is known to Laural to own of record or beneficially
more than 5% of the common shares of Laural’s capital stock, or any member of
the immediate family of any of the foregoing persons, has an
interest.





Transactions
with Promoters





Laural
does not have promoters and has no transactions with any promoters.





PART
IV




ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K




(a)  (1)                         Financial
Statements.The following financial statements are included in
this report:





Title of Document
            PageReport
      of Madsen & Associates, CPA’s Inc.
            29Balance
      Sheets as at May 31, 2008 and 2007
            30Statement
      of Operations for the twelve months ended May 31, 2008 and for the period
      from February 13, 2007 (date of inception) to May 31, 2007 and for the
      period from February 13, 2007 (date of inception) to May 31,
      2008
            31Statement
      of Changes in Shareholders’ Equity for the period from February 13, 2007
      (date of inception) to May 31, 2008
            32Statement
      of Cash Flows for the twelve months ended May 31, 2008 and for the4 period
      from February 13, 2007 (date of inception) to May 31, 2007 and for the
      period from February 13, 2007 (date of inception) to May 31,
      2008
            33Notes
      to the Consolidated Financial Statements
            34








-25-








(a)  (2)   Financial Statement
Schedules





The
following financial statement schedules are included as part of this
report:





None.




(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Laural’s Registration
      Statement on Form SB-2 filed on July 27, 2007, Registration No.
      333-144923)3.2
            
            Articles
      of Incorporation (incorporated by reference from Laural’s Registration
      Statement on Form SB-2 filed on July 27, 2007, Registration
      No.333-144923)3.3
            
            By-laws
      (incorporated by reference from Laural’s Registration Statement on Form
      SB-2 filed on July 27, 2007, Registration No.
  333-144923)4
            
            Stock
      Specimen (incorporated by reference from Laural’s Registration Statement
      on Form SB-2 filed on July 27, 2007, Registration No.
      333-144923)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Laural’s
      Registration Statement on Form SB-2 filed on July27, 2007 Registration No.
      333-144923)








ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


(1)           Audit
Fees





The
aggregate fees billed by the independent registered accountants for the period
ended May 31, 2008 for professional services for the review of the quarterly
financial statements as at August 31, November 30, 2007 and February 29, 2008,
annual financial statements as of May 31, 2008 and services that are normally
provided by the accountants in connection with statutory and regulatory filings
or engagements for those period years were as follows:  $500 for each
of the quarters ended August 31 and November 30, 2007 and February 29, 2008 and
$2,500 for the audit of May 31, 2008.





(2)           Audit-Related
Fees





The
aggregate fees billed in each of the two periods mentioned above for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of Laural’s financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.






-26-




(3)           Tax Fees





The
aggregate fees billed in May 31, 2008 for professional services rendered by the
principal accountants for tax compliance, tax advice, and tax planning was
NIL.





(4)           All Other
Fees





During
the period from inceptions to May 31, 2008 there were no other fees charged by
the principal accountants other than those disclosed in (1) and (3)
above.





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved with Laural to make any pre-approval policies
meaningful.  Once Laural has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.





(6)           Audit Hours
Incurred





The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Laural’s internal accountant.











-27-










SIGNATURES




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





LAURAL
RESOURCES INC.


(Registrant)







By:   MANDI
LUIS


Mandi
Luis


Chief
Executive Officer,


President
and Director




By: ROBERT
MACKAY
























-28-











MADSEN & ASSOCIATES CPA’s
      INC.
            684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants
            Murray,
      Utah, 84107Telephone
      801-268-2632Fax
      801-262-3978





Board of
Directors


Laural
Resources, Inc.








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying balance sheets of Laural Resources, Inc.
(pre-exploration stage company) at May 31, 2008, and the related statement of
operations, changes in stockholders' equity, and cash flows for the year ended
May 31, 2008 and period from February 13, 2007 (date of inception) to May 31,
2007 and for period from February 13, 2007 (date of inception) to May 31, 2008.
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 audit.





We
conducted our audit 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. The company is not required to
have nor were we engaged to perform an audit of its internal control over
financial reporting.  Our audit includes 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 for the company's internal control over financial
reporting.   Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosure 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 statements presentation.
We believe that our audit provides 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 Laural Resources, Inc. at May 31,
2008, and the results of operations and cash flows for year ended May 31, 2008
and for the period from February 13, 2007 (date of inception) to May 31, 2007
and for the period from February 13, 2007 (date of inception) to May 31, 2008,
in conformity with generally accepted accounting principles.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital for its planned activities and to service its debt, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.














Murray,
Utah                                                                           MADSEN & ASSOCIATES,
CPA’s INC.


August 5,
2008








-29-








LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


BALANCE
SHEETS




May 31, 2008
            May 31, 2007ASSETSCURRENT
      ASSETSCash
            $   12,723
            $  40,609Total Current
    Assets
            $   12,723
            $  40,609LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            $   11,561
            $   3,864Accounts payable – related
      parties
            36,199
            12,519Total Current
      Liabilities
            47,760
            16,383STOCKHOLDERS’
      DEFICIENCYCommon
      stock300,000,000 shares authorized, at
      $0.001 par value;51,000,000 shares issued and
      outstanding
            51,000
            51,000Capital in excess of par
      value
            (9,250)
            (9,250)Deficit accumulated during the
      pre-exploration stage
            (76,787)
            (17,524)Total Stockholders’ (Deficiency)
      Equity
            (35,037)
            24,226$   12,723
            $  40,609











The
accompanying notes are an integral part of these financial
statements.











-30-








LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF OPERATIONS


For the
year ended May 31, 2008 and for period from February 13, 2007 (date of
inception) to May 31, 2007 and for the period from February 13, 2007 (date of
inception) to May 31, 2008








For
      the year ended
              May 31, 2008
            From
      February 13, 2007
              (date
      ofinception)
      to
              May 31, 2007
            FromFebruary
      13,2007
              (date
      ofinception)
      to
              May 31, 2008REVENUE
            $   -
            $    -
            $   -EXPENSESAcquisition,
      staking and geological report
            1,172
            7,000
            8,172Administrative
            58,091
            10,524
            68,615NET
      LOSS FROM OPERATIONS
            $
      (59,263)
            $
      (17,524)
            $(76,787)NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $
      (0.00)
            $
      (0.00)AVERAGE
      OUTSTANDING SHARESBasic
            51,000,000
            51,000,000





The
accompanying notes are an integral part of these financial
statements.











-31-











LAURAL
RESOURCES, INC.


(Pre-Exploration
Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY


Period February
13, 2007 (date of inception) to May 31, 2008





Common
              Shares
            Stock
              Amount
            Capital
      inExcess
      of
              Par Value
            Accumulated
              DeficitBalance February 13,
      2007
            -
            $             -
            $             -
            $                -Issuance
      of common shares for cash at$.001
      –  April 10, 2007
            35,000,000
            35,000
            (33,250)
            -Issuance
      of common shares for cash at$.05
      – May 31, 2007
            16,000,000
            16,000
            24,000Net
      operating loss for the period February 13, 2007(
      date of Inception) to
              May
      31, 2007
            -
            -
            -
            (17,524)Net
      operating loss for the year ended May 31, 2008
            -
            -
            -
            (59,263)Balance
      as at May 31, 2008
            51,000,000
            $   51,000
            $   (9,250)
            $    (76,787)





The
accompanying notes are an integral part of these financial
statements











-32-










LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF CASH FLOWS





For the
year ended May 31, 2008 and for the period from February 13, 2007 (date of
inception) to May 31, 2007 and for the period from February 13, 2007 (date of
inception)


to May
31, 2008





For
      the yearended
              May 31, 2008
            From
      February 13, 2007
              (date
      ofinception)
      to
              May 31, 2007
            FromFebruary
      13,2007
      (date ofinception)
      to
              May 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            $  (59,263)
            $
      (17,524)
            $(76,787)Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Changes
      in accounts payable
            7,697
            3,864
            11,561Net
      Cash  Provided (Used) in Operations
            (51,566)
            (13,660)
            (65,226)CASH
      FLOWS FROM INVESTING ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from loan from related parties
            23,680
            12,519
            36,199Proceeds from issuance of common
      stock
            -
            41,750
            41,75023,680
            54,269
            77,949Net
      Increase (Decrease) in Cash
            (27,886)
            40,609
            12,723Cash
      at Beginning of Period
            40,609
            -
            -CASH
      AT END OF PERIOD
            $  12,723
            $   40,609
            $  12,723














The
accompanying notes are an integral part of these financial
statements








-33-







LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


May 31,
2008





1.           ORGANIZATION





The
Company, Laural Resources Inc., was incorporated under the laws of the State of
Nevada on February 13, 2007 with the authorized capital stock of 300,000,000
shares at $0.001 par value.





The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves,
had been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the development
stage and is considered to be in the pre-exploration stage.





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net
      Income (loss) Per Share





Basic
      net income (loss) per share amounts are computed based on the weighted
      average number of shares actually outstanding.   Diluted
      net income (loss) per share amounts are computed using the weighted
      average number of common and common equivalent shares outstanding as if
      shares had been issued on the exercise of the common share rights unless
      the exercise becomes antidulutive and then only the basic per share
      amounts are shown in the report.





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.











-34-







LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


May 31,
2008





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Income
Taxes





The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.





On May
31, 2008 the Company had a net operating loss carry forward of $76,787 for
income tax purposes.  The tax benefit of approximately $23,000 from
the loss carry forward has been fully offset by a valuation reserve because the
future tax benefit is undeterminable since the Company is unable to establish a
predictable projection of operating profits for future years.  Losses
will expire on 2028





Foreign Currency
Translations





Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.





Revenue
Recognition





Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising and Market
Development





The company expenses advertising and
market development costs as incurred.





Financial
Instruments





The
      carrying amounts of financial instruments are considered by management to
      be their fair value to their short term
  maturities.





Estimates and
Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.   Actual results could vary from the estimates that
were assumed in preparing these financial statements.











-35-











LAURAL
      RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


May 31,
2008





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Statement of Cash
      Flows





For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.





Unproven Mining Claim
Costs





Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.





Environmental
      Requirements





At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore any estimate of any future cost cannot
      be made.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.





3.           AQUISITION
OF MINERAL CLAIM





On
      March 1, 2007, the Company acquired the Waibau Gold Claim located in the
      Republic of Fiji from Siti Ventures Inc., an unrelated company, for the
      consideration of $5,000.  The Waibau Gold Claim is located on
      the island of Viti Leva.  Under Fijian law, the claim remains in
      good standing as long as the Company has an interest in
      it.   There is no annual maintenance fee or minimum
      exploration work required on the
Claim.




4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY





Officers-directors
and their families have acquired 69% of the common stock issued and have made no
interest, demand loans to the Company of $36,199.





Officers-directors
are compensated for their services in the amount of a total $1,000 per month
starting May 1, 2007.





5.           CAPITAL
STOCK





On April
10, 2007, Company completed a private placement consisting of 1,750,000 common
shares sold to directors and officers at a price of $0.001 per share for a total
consideration of $1,750.  On May 31, 2007, the Company completed a
private placement of 800,000 common shares at $0.05 per share for a total
consideration of $40,000.








-36-








LAURAL
      RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


May 31,
2008





6.
            GOING
      CONCERN





The
      Company will need additional working capital to service its debt and to
      develop the mineral claims acquired, which raises substantial doubt about
      its ability to continue as a going concern.   Continuation
      of the Company as a going concern is dependent upon obtaining additional
      working capital and the management of the Company has developed a
      strategy, which it believes will accomplish this objective through
      additional equity funding, and long term financing, which will enable the
      Company to operate for the coming
year.










-37-