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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB



|[X]   | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED MAY 31, 2006                                             
|      |                                                                                         
|      | OR                                                                                      
|      |                                                                                         
|[   ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|      | For the transition period from to                                                       

COMMISSION FILE NUMBER 000-51671

MIDDLE KINGDOM RESOURCES LTD.



|NEVADA                                                         | 98-0432994                          
|-------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [   ]

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

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PART I. FINANCIAL INFORMATION

ITEM 1.     INTERIM FINANCIAL STATEMENTS



|Middle Kingdom Resources Ltd.              |                                                  
|------------------------------------------ | -------------------------------------------------
|(A Nevada Corporation)                     |                                                  
|(An Exploration Stage Company)             |                                                  
|Balance Sheets                             |                                                  
|(Expressed in U.S. Dollars)                |                                                  
|                                           |                                                  
|                                           |                                                  
|                                           |                                                  
|                                           |                                                  
|                                           |                                                  
|Current Assets                             |                                                  
|                                           | Cash                                             
|                                           | Prepaid Expense                                  
|                                           |                                                  
|                                           |                                                  
|Current Liabilities                        |                                                  
|                                           | Accounts payable                                 
|                                           | Accrued Liabilities                              
|                                           | Loan from Eskota Energy (Note 6)                 
|                                           | Loans from related party (Note 3)                
|                                           |                                                  
|                                           |                                                  
|Stockholders' Equity (Deficit)             |                                                  
|                                           | Capital Stock                                    
|                                           |                                                  
|                                           |                                                  
|                                           |                                                  
|                                           |                                                  
|                                           | Accumulated other comprehensive income           
|                                           | Donated Capital (Note 7)                         
|                                           | Deficit, accumulated during the exploration stage
|                                           |                                                  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $                                                
|                                           |                                                  
|                                           |                                                  
|                                           |                                                  

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

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|Middle Kingdom Resources Ltd.                        |                                       |                     |        |         |                 
|---------------------------------------------------- | ------------------------------------- | ------------------- | ------ | ------- | ----------------
|(A Nevada Corporation)                               |                                       |                     |        |         |                 
|(An Exploration Stage Company)                      
|Statements of Income and Comprehensive Income (Loss)
|(Unaudited-Prepared by Management)                  
|                                                     |                                       |                     |        |         | From Inception  
|                                                     |                                       |                     |        |         | Date of         
|                                                     |                                       |                     |        |         | June 17, 2004 to
|                                                     |                                       |                     |        |         | May 31          
|                                                     |                                       |                     |        |         | 2006            
|General and Administration Costs                     |                                       |                     |        |         |                 
|                                                     | Audit fees                            | $                   | 5,215  | $       | -               
|                                                     | Bank charges and interest             |                     | 210    |         | -               
|                                                     | Donated Services                      |                     | 11,750 |         | 1,500           
|                                                     | Donated Rent                          |                     | 5,875  |         | 750             
|                                                     | Professional expenses                 |                     | 32,961 |         | 2,400           
|                                                     | Office expenses                       |                     | 821    |         | -               
|                                                     | Incorporation cost                    |                     | 1,000  |         | -               
|                                                     | Transfer agent & filing fees          |                     | 775    |         | -               
|Total General and Administration Costs               | $                                     | (58,607)            | $      | (4,650) | $               
|Net Loss for the Period                              | $                                     | (58,607)            | $      | (4,650) | $               
|Other Comprehensive Income                           |                                       |                     |        |         |                 
|                                                     | Foreign Currency Translation          |                     |        |         |                 
|                                                     |                                       | Adjustments- Income |        | 390     |                 
|Comprehensive Loss                                   | $                                     | (58,217)            | $      | (4,650) | $               
|Net Loss Per Share                                   |                                       |                     |        |         |                 
|                                                     | Basic                                 |                     |        |         | $               
|                                                     | Diluted                               |                     |        |         | $               
|Weighted Average Number of Common                    |                                       |                     |        |         |                 
|                                                     | Shares Used to Compute Loss Per Share |                     |        |         |                 
|                                                     | Basic                                 |                     |        |         |                 
|                                                     | Diluted                               |                     |        |         |                 
|                                                     |                                       |                     |        |         |                 





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

F-2

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|Middle Kingdom Resources Ltd.             |                                            
|----------------------------------------- | -------------------------------------------
|(A Nevada Corporation)                    |                                            
|(An Exploration Stage Company)            |                                            
|Statements of Cash Flows                  |                                            
|(Expressed in U.S. Dollars)               |                                            
|(Unaudited-Prepared by Management)        |                                            
|                                          |                                            
|                                          |                                            
|                                          |                                            
|                                          |                                            
|                                          |                                            
|Operating Activities                      |                                            
|                                          | Net Loss for the period                    
|                                          | Non cash changes                           
|                                          |                                            
|                                          | Changes in operating assets and liabilities
|                                          |                                            
|                                          |                                            
|                                          |                                            
|Net cash provided by (used for)           |                                            
|                                          | operating activities                       
|Financing Activities                      |                                            
|                                          | Capital stock subscribed                   
|                                          | Loan from Eskota Energy                    
|                                          | Loans from related party                   
|Net cash provided by (used for)           |                                            
|                                          | financing activities                       
|Effect of exchange rate changes on cash   |                                            
|Cash (decrease) during the period         |                                            
|Cash, Beginning of Period                 |                                            
|                                          |                                            
|Cash,  End of Period                      | $                                          
|                                          |                                            
|Supplementory Information-non cash items: |                                            
|                                          | Donated Services                           
|                                          | Donated Rent                               

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

F-3



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|Middle Kingdom Resources Ltd.                              
|-----------------------------------------------------------
|(A Nevada Corporation)                                     
|(An Exploration Stage Company)                             
|Statement of Stockholders' Equity (Deficit)                
|Period From Inception Date of June 17, 2004 to May 31, 2006
|(Expressed in U.S. Dollars)                                
|(Unaudited -Prepared by Management)                        
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|Shares subscribed on 6/17/2004                             
|by Director for cash                                       
|Shares subscribed on 6/17/2004                             
|by shareholder for cash                                    
|Donated Capital                                            
|Net loss for the period                                    
|from date  inception on June                               
|17, 2004 to August 31, 2004                                
|Balance, August 31, 2004                                   
|Other Comprehensive Income -                               
|Cumulative currency translation                            
|adjustments - Income                                       
|Donated Capital                                            
|Net loss for the year ended                                
|August 31, 2005                                            
|Balance, August 31, 2005                                   
|Donated Capital                                            
|Net loss for the three month                               
|period ended November 30, 2005                             
|Balance, November 30, 2005                                 
|Donated Capital                                            
|Net loss for the three month                               
|period ended February 28, 2006                             
|Balance, February 28, 2006                                 
|Donated Capital                                            
|Net loss for the three month                               
|period ended May 31, 2006                                  
|Balance, May 31, 2006                                      
|                                                           









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

F-4

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

|Note 1. BUSINESS OPERATIONS
|---------------------------
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|Note 2.                    
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           

F-5

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

|Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont=
d)
|------------------------------------------------------------
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            

F-6

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

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

F-7

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont=
d)                                                                                                                                                                                 
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        | (h)                                                                                                                                                                                                                                  
|       
|        |                                                                                                                                                                                                                                      
|       
|        | (i)                                                                                                                                                                                                                                  
|       
|        |                                                                                                                                                                                                                                      
|       
|        | (j)                                                                                                                                                                                                                                  
|       
|        |                                                                                                                                                                                                                                      
|       
|Note 3. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                           
|       
|(a)     | Mr. Robert Kinloch, President and shareholder of the Company,  agreed to loan $22,862 to the Company.  The loan is unsecured and there are no written terms of repayment, no interest has been recorded on this loan to May 31, 2006.

F-8

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

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



|Losses                     |                  |              |          | $       | 58,607
|-------------------------- | ---------------- | ------------ | -------- | ------- | ------
|Deduct:                    | Donated Services | $            | (11,750) |         |       
|                           |                  | Donated Rent |          | (5,875) |       
|Loss for Taxation Purposes |                  |              | $        | 40,982 
|                           |                  |              |          |         |       



|                        |   | Balance at May 31
|----------------------- | - | -----------------
|                        |   | 2006             
|Deferred tax assets     | $ | 13,934           
|Valuation allowance     | $ | (13,934)         
|Net deferred tax assets | $ | 0                

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



|                                  | 2006    | 2005   
|--------------------------------- | ------- | -------
|Statutory federal income tax rate | 34.0%   | 34.0%  
|Valuation allowance               | (34.0%) | (34.0%)
|Effective income tax rate         | 0.0%    | 0.0%   

|Note 5.                                                                                                                                                                                                                                                                                                                                                 | FINANCIAL INSTRUMENTS
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------
|                                                                                                                                                                                                                                                                                                                                                        |                      
|The Company=
s financial instruments consist of accounts payable and accrued liabilities and loans payable.  It is management=
s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying values.

F-9

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)



|Note 6. | MINERAL RESOURCE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                       
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        | On June 22, 2004, and as extended by agreement on August 15, 2005, the Company entered into an option and joint venture exploration agreement to September 30, 2006, with Energold Minerals Inc., an Alberta, Canada, Corporation owned by a non-affiliated third party.  No funds have been expended or committed by Middle Kingdom Resources Ltd. related to this agreement up to May 31, 2006.
|       
|        | The exploration and development agreement covers an area of land measuring approximately 33 acres on property described as Jarvis Island, municipality of Neebing (Property Identifier 58-01-040-007-31100-111) in the District and Land Titles Division of Thunder Bay, in the Province of Ontario, Canada.                                                                                     
|       
|        | Terms of the Agreement are as follows:                                                                                                                                                                                                                                                                                                                                                           
|       
|        | 1.                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        |                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        |                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        | 2.                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        |                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        |                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        |                                                                                                                                                                                                                                                                                                                                                                                                  

F-10

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

Note 6.     MINERAL RESOURCE AGREEMENT (cont=
d)



|(a) | 100,000 common shares within seven days of the Effective Date;                                      
|--- | ----------------------------------------------------------------------------------------------------
|(b) | an additional 200,000 common shares on or before September 30, 2005 (Extended to September 30, 2006)
|(c) | an additional 100,000 common shares on or before September 30, 2006 (Extended to September 30, 2007)
|(d) | an additional 100,000 common shares on or before September 30, 2007 (Extended to September 30, 2008)

| |  |  | (ii) | incur a total of $300,000 (Three Hundred Thousand Dollars) in exploration expenditures on the Jarvis Island Property in accordance with the following schedule:
| |  |  | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------





|(a) | $100,000 to be incurred on or before September 30, 2005 (Extended to September 30, 2006)               
|--- | -------------------------------------------------------------------------------------------------------
|(b) | An additional $200,000 to be incurred on or before September 30, 2007. (Extended to September 30, 2008)



| | (c) | The First Option will terminate and MKR will have no further interest in the Jarvis Island Property as follows:
| | --- | ---------------------------------------------------------------------------------------------------------------
|
| |     |                                                                                                                
|
| |     |                                                                                                                
| |     |                                                                                                                
| |     |                                                                                                                
|
| |     | (d)                                                                                                            

F-11

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

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

F-12

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

|Note 6. | MINERAL RESOURCE AGREEMENT (cont=
d)
|------- | ------------------------------------
|       
|        | (b)                                 
|       
|        | (c)                                 
|       
|        | (d)                                 
|       
|        | 4.                                  
|       
|        | (a)                                 





|Energold: | 70%
|--------- | ---
|MKR:      | 30%



| | The parties=
 deemed expenditures upon formation of the Joint Venture shall be as follows:
| | ------------------------------------------------------------------------------------------







|Energold: | $ | 600,000
|--------- | - | -------
|MKR:      | $ | 300,000



| | (b) | In the event that MKR elects to exercise its option to earn a 51% interest in the Jarvis Island Property, then the Joint Venture will be formed after the completion of the required further expenditures, and the Participating Interest, at the time of the formation of the Joint Venture shall be:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|MKR:      | 51%
|--------- | ---
|Energold: | 49%



F-13

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

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





| | MKR:      | $ | 600,000 | 
| | --------- | - | ------- | 
| | Energold: | $ | 600,000 | 



| |  | (c) | Upon the formation of a Joint Venture the parties will enter into a formal Joint Venture Agreement which shall include the following terms:
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |     | (i)                                                                                                                                        
|
| |  |     | (ii)                                                                                                                                       
|
| |  |     | (iii)                                                                                                                                      
|
| |  |     | (iv)                                                                                                                                       
|
| |  |     | (v)                                                                                                                                        





| |  |  | Participating    | Contribution to Total Costs by a Party  
| |  |  | ---------------- | ----------------------------------------
| |  |  | Interest of a  = | (Including deemed expenditures)         
| |  |  | Party            | Contribution to Total Costs by all      
| |  |  |                  | parties (including deemed expenditures);



| |  |  | (vi) | in the event that the Operator determines not to propose a project program or fails to do so within 6 months of completion of the previous project program, the non-operator can propose and operate a project program.
| |  |  | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-14

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|MIDDLE KINGDOM RESOURCES LTD.      
|-----------------------------------
|(A Nevada Corporation)             
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|May 31, 2006                       
|(Expressed in U.S. Dollars)        
|(Unaudited, Prepared by Management)

|Note 6.                          | MINERAL RESOURCE AGREEMENT (cont=
d)                                                                                                                                                                                       
|-------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 | 5.                                                                                                                                                                                                                         
|                                 | (i)                                                                                                                                                                                                                        
|                                
|                                 | (ii)                                                                                                                                                                                                                       
|                                
|                                 | 6.                                                                                                                                                                                                                         
|                                
|                                 |                                                                                                                                                                                                                            
|                                
|Note 7. Donated Capital         
|                                
|                                 | The president and shareholder of the Company has donated services of $ 500 per month and rent of $ 250 per month for  total donated services of $11,750 and donated rent of $5,875 to May 31, 2006.                        
|                                
|Note 8.  Loan from Eskota energy
|                                
|                                 | The amount of $500 as at May 31, 2006 represents a loan from Eskota energy. This amount is unsecured, non-interest  bearing, and has no specific terms of repayment, and accordingly, is classified as a current liability.

F-15

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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

We were unable to complete our public offering and have suspended operations until we raise capital to begin exploration on one property

Subject to an ingestion of capital, we will be conducting research in the form of exploration of the property. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a body of ore and we have determined it is economical to extract the ore from the land.

We do not have any reserves. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, of which there is no assurance whatsoever, we will have to spend substantial funds of further drilling and engineering studies before we will know if we have a commercially viable mineral deposit. We will make a decision whether to proceed with each successive phase of the exploration program upon completion of the previous phase and upon analysis of the results of that program.

We do not intend to interest other companies in the property if we find mineralized materials.

We intend to try to develop the reserves through the use of mining engineers.

If we are unable to complete any phase of exploration because we don=
t have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything. Currently, we have ceased operations other than attempting to raise capital.

We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

- 17 -

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Milestones

The following are our milestones which are subject to raising at least $50,000:



|1. | 0-90 days after raising $50,000, retain our consultant to manage the exploration of the property. - Cost $15,000. Time of retention 0-90 days.                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                              
|2. | 90-180 days after raising $50,000. - Core drilling. Core drilling will cost $20.00 per foot. The number of holes to be drilled will be dependent upon the amount raised from our public offering. Core drilling will be subcontracted to non-affiliated third parties. Time to conduct the core drilling - 90 days.                          
|   |                                                                                                                                                                                                                                                                                                                                              
|3. | 180-210 days after raising $50,000. Have independent a third party analyze the samples from the core drilling. Determine if mineralized material is below the ground. If mineralized material is found, we will attempt to define the ore body. We estimate that it will cost up to $5,000 to analyze the core samples and will take 30 days.

The cost of the subcontractors is included in the description of services to be rendered.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct into the research and exploration of the property before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on June 17, 2004

Since inception, Robert J. Kinloch, our sole officer and director has paid all our expenses to incorporate us, and for legal and accounting expenses. In June 2004, Mr. Kinloch loaned $16,440 to pay the costs of incorporation, accounting fees and a portion of legal fees for our public offering. In October 2004, we repaid Mr. Kinloch $2,500, leaving a balance due Mr. Kinloch of $13,940. On April 21, 2005, Mr. Kinloch paid legal fees in the amount of $10,000 to Conrad Lysiak, our attorney.

- 18 -

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Liquidity and Capital Resources

To meet our need for cash we attempted to raise money from a public offering. We were unsuccessful and have no money to begin operations.

Our sole officer and director is willing to loan us additional money. At the present time, we have not made any arrangements to raise additional cash.

Until we raise at least $50,000, we cannot begin operations and cannot generate any revenues from our business operations. We have no long-term debt and do not regard long-term borrowing as a good, prospective source of financing.

Status of our public offering

On March 29, 2005, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-120051, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There is no underwriter involved in our public offering.

On December 24, 2005 our public offering expired without having reached the minimum amount as prescribed by our prospectus and pursuant to our Registration Statement which was declared effective by the Securities and Exchange Commission on March 29, 2005. Accordingly, we have suspended operations.

Deregistration of Unsold Shares of Common Stock and Withdrawal of Registration Statement

We failed to sell any shares of our common stock pursuant to our public offering filed on Form SB-2 and declared effective by the SEC on March 29, 2005.  On December 24, 2005 the offering period expired and the offering terminated.  Subsequently, we withdrew the registration statement pursuant to Reg. 477 of the Securities Act of 1933.

No offers of securities were made and no securities were sold, leaving all of the securities unsold.  We withdrew and removed from registration all of the shares of common stock so registered.

We may undertake a subsequent private offering in reliance upon Reg. 155(c) of the Securities Act of 1933.

ITEM 3.     CONTROLS AND PROCEDURES

(a) 	Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions

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regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b) 	Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.

There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.

PART II - OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

On March 29, 2005, our public offering was declared effective by the SEC (SEC file no. 333-120051). On November 24, 2005 our public offering expired without any shares of our common stock being sold. On January 23, 2006 filed a post-effective amendment with the SEC and withdrew and removed from registration all of the shares of common stock so registered.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.



|Exhibit No. | Document Description
|----------- | --------------------
|            |                     
|            | 31.1                
|            | 32.1                

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 20th day of July, 2006.



| | MIDDLE KINGDOM RESOURCES LTD.
| | -----------------------------
| | (Registrant)                 
| |                              
| | BY:                          
| |                              
| |                              























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