UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K/A





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


For
      the fiscal year ended May 31, 2009





(
      )
            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 registrant as specified in its
charter)





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





1223 Burrowhill
      Lane .Mississauga,
      Ontario, Canada
            L5H
      4M7(Address of principal
      executive offices)
            (Zip
      Code)





Registrants’s
      telephone number, including area
      code                           1-905-483-0605Securities
      registered pursuant to Section 12(b) of the Act:





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





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





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





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





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
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90
days.  [    ]  Yes   [  ]
No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the proceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    [   ]
Yes  [    ] No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K/A
or any amendments to this Form
10-K   [    ]








-1-





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.





Large
accelerated
filer   [   ]                                                                                                           Accelerated
filer                  [   ]





Non-accelerated
filer     [   ]  (Do not check
if a small reporting
company)                            Small
reporting company   [X]





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recent completed second fiscal
quarter.





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





July 31,
2009: 51,000,000 common shares





DOCUMENTS
INCORPORATED BY REFERENCE





Listed
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c)
under the Securities Act of 1933.   The listed documents should
be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 31, 1980).








-2-








TABLE
OF CONTENTS





PART 1
            
            PageITEM
      1.
            Business.
            4ITEM
      1A.
            Risk
      Factors.
            5ITEM
      1B.
            Unresolved
      Staff Comments.
            9ITEM
      2.
            Properties.
            9ITEM
      3.
            Legal
      Proceedings.
            12ITEM
      4.
            Submission
      of Matters to Vote of Securities Holders
            12PART IIITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
            12ITEM
      6
            Selected
      Financial Information.
            12ITEM
      7.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
            13ITEM
      7A.
            Quantitative
      and Qualitative Disclosure about Market Risk.
            18ITEM
      8.
            Financial
      Statement and Supplementary Data.
            18ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            18ITEM
      9A
            Controls
      and Procedures.
            19ITEM
      9A(T)
            Controls
      and Procedures
            20ITEM
      9B
            Other
      information
            20PART IIIITEM
      10.
            Directors,
      Executive Officers and Corporate Governance.
            20ITEM
      11.
            Executive
      Compensation.
            22ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            23ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            25ITEM
      14
            Principal
      Accounting Fees and Services.
            26PART IVITEM
      15.
            Exhibits,
      Financial Statement Schedules
            27SIGNATURES
            28






-3-





PART
1





ITEM
      1.  BUSINESS





History
and Organization





Laural
Resources, Inc. (“Laural”, the “Company” or “we”) 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.





ITEM
1A                      RISK
FACTORS





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.





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.







-4-






Forward
Looking Statements





In
addition to the other information contained in this Form 10-K/A , it contains forward-looking
statements which involve risk and uncertainties.  When used in this
Form 10-K, 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 10-K including financial statements, attachments and risk factors before
considering an investment.





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, 2009, the
date of our most recent audited financial statements, is
$109,442.  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.









-5-






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.




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;







-6-




●
            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.




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 her 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.






-7-







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.




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
representing 68.6% of our outstanding shares.  The directors and
officers registered for resale under an effective registration statement
3,500,000 of their shares.  Assuming that our 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.





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.







-8-






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.





ITEM
1B                      UNRESOLVED
STAFF COMMENTS





There are
no unresolved staff comments.





ITEM
      2.  PROPERTIES





Our sole
is the Walibau mineral claim.




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.





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.






-9-






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.




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 2009.




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.






-10-






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.




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.








-11-




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





PART
II





ITEM
      5.      MARKET FOR REGISTRANT’S COMMON
      EQUITY, RELATED  STOCKHOLDER MATTERS AND ISSUER PURCHASE OF
      EQUITY SECURITIES





Since
inception, there has been a limited trading market for Laural’s common
stock.  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, 2009, 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.                      SELECTED
FINANCIAL INFORMATION





The
following summary financial data was derived from our financial
statements.   This information is only a summary and does not
provide all the information contained in our financial statements and related
notes thereto.  You should read the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our financial
statements and related noted included elsewhere in this Form
10-K/A .











-12-








Operation
Statement Data





For
      the yearended
              May 31, 2009
            February
      13, 2007
              (date
      of incorporation) to
              May 31, 2009Revenue
            $  -
            $   -Exploration
      expenses
            1,172
            9,344General
      and Administration
            31,483
            100,098Net
      loss
            32,655
            109,442Weighted
      average shares outstanding (basic)
            51,000,000Weighted
      average shares outstanding (diluted)
            51,000,000Net
      loss per share (basic)
            $
      (0.00)Net
      loss per share (diluted)
            $
      (0.00)





Balance
Sheet Data





Cash
      and cash equivalent
            $   4,814Total
      assets
            4,814Total
      liabilities
            72,506Total
      Shareholders’ deficiency
            (67,692)





Our
historical results do not necessary indicate results expected for any future
periods.








ITEM
      6.         MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
      OPERATIONS





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 2009.





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 31, 2009 our directors had
advanced an aggregate total of $53,146      to 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.








-13-







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.





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.








-14-







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:





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 – thirdparties
      – May 31, 2009
            19,360
            Represents the
      amounts owed to third party creditors as at May 31,
2009Total
      estimated cash needed
            57,635Less:
      cash on hand – May 31, 2009
            (4,814)
            Cash on
      hand as at May 31, 2009 applied to estimated expenses.Additional
      cash required
            $   52,821





As
indicated above, we intend to offset the cash shortfall of $52,821 by future
advances of cash from our officers and directors, they will have to be prepared
to continue to advance funds to the Company.  No arrangements at this
time have been made with them to continue to advance funds to us.




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
10-K/A .




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, 2009 and for the period from February 13, 2007 (date of
inception) to May 31, 2009.




We
incurred accumulated net losses since inception of $109,442 as detailed in the
following table:




Expenses
            Ref.
            For
      the twelve months ended
              May 31, 2009
            From
      inception to
              May 31, 2009Accounting
      and audit
            (i)
            $     11,403
            $     26,680Bank
      charges
            
            189
            391Consulting
            
            -
            22,000Exploration
      costs
            (ii)
            1,173
            7,344Filing
      fees
            
            -
            479Geological
      report
            
            -
            2,000Incorporation
      costs
            
            -
            590Legal
            (iii)
            1,620
            8,200Management
      fees
            (iv)
            12,000
            25,000Office
            (v)
            776
            3,825Rent
            (vi)
            3,600
            7,500Transfer
      agent fees
            (vii)
            1,894
            4,048Travel
      and entertainment
            
            -
            1,385Total
            
            $  32,655
            $    109,442








-16-








(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, 2008, the six
      months ended November 30, 2008, the nine months ended February 28, 2009
      and for the fiscal year ended May 31, 2009 and the subsequent review and
      examination of these statements by our independent
      accountants.





(ii)           Exploration
costs





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





(iii)           Legal
Fees





Legal
fees were paid to obtain an opinion as to whether the Company was in good
standing in the State of Nevada.





(iv)           Management
fees





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





(v)           Office





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





(vi)           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 becomes 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.





(vii)           Transfer
agent fees





During
the year the Company switched transfer agents from Action Stock Transfer Corp.
to Holladay Stock Transfer, Inc. which resulted in a termination fee being paid
to Action Stock Transfer Corp.




Balance
Sheets




Total
cash and cash equivalents as at May 31, 2009 was $4,814.  Our working
capital position as at May 31, 2009 was negative amount of
$67,692.   This was mainly due to $53,146 advanced by our
directors.




Total
shareholders’ deficiency as at May 31, 2009 was $67,692. Total shares
outstanding as at May 31, 2009 were 51,000,000 common shares.




As of
July 31, 2009 share capital outstanding was 51,000,000 common
shares.











-17-











ITEM
      7A
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK




Market
Information





There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.




The
number of shares subject to Rule 144 is 31,500,000





Presently,
there are no shares being offered to the public and no shares have been offered
pursuant to an employee benefit plan or dividend reinvestment plan.





Our
shares are traded on the OTC Bulletin Board (the “OTCBB”).  Although
the OTCBB does not have any listing requirements per se, to be eligible for
quotation on the OTCBB, we must remain current in our filings with the SEC;
being as a minimum Forms 10-Q and 10-K.  Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their filing during
that time.





In the
future our common stock trading price might be volatile with wide
fluctuations.  Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:





●
            our
      variations in our operations results, either quarterly or
      annually;●
            trading
      patterns and share prices in other exploration companies which our
      shareholders consider similar to ours;●
            the
      exploration results on the Waibau Gold Claim, and●
            other
      events which we have no control
over.





In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.  These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance.  In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company.  Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.




ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.




The
financial statements attached to this Form 10-K for the year ended May 31, 2009
have been examined by our independent accountants, Madsen & Associates CPA’s
Inc. and attached hereto.





ITEM
      9.
            CHANGES
      IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





During
the year ended May 31, 2009, 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.







-18-








ITEM
9A                      CONTROLS
AND PROCEDURES





Under the supervision and with the participation of our
management, including Mandi Luis, Chief Executive Officer and Robert MacKay,
Chief Accounting Officer, they have evaluated the effectiveness of Laural’s
disclosure controls and procedures as required by the Exchange Act Rule
13a-15(d) as at May 31, 2009 (the “Evaluation Date”).  Based on the
evaluation by management, they have concluded these disclosure controls and
procedures were not effective as of the Evaluation Date as a result of material
weaknesses in internal control over financial reporting as more fully discussed
below.





Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307,
the SEC states that “disclosure controls and procedures” have the following
characteristics:





●
            designed to ensure disclosure of information that is
      required to be disclosed in the reports that Laural files or submits under
      the Exchange Act;





●
            recorded, processed, summarized and reported with the
      time period required by the SEC’s rules and forms;
    and





●
            accumulated and communicated to management to allow
      them to make timely decisions about the required
      disclosures.





Even though management’s assessment that Laural’s internal
control over financial reporting was not effective and there are certain
material weaknesses as more fully described below, management believe that
Laural’s financial statements contained in its Annual Report on Form 10-K/A for
the year ended May 31, 2009 fairly present our financial condition, results of
operations and cash flows in all material respects.





Material Weaknesses





Management assessed the effectiveness of our internal
control over financial reporting as of the Evaluation Date and identified the
following material weaknesses:





●
            As at May 31, 2009, Laural did not have an audit
      committee which complies to the requirements of an audit committee since
      it did not have an independent “financial expert” on the
      committee.  Even though it has a Code of Ethics it does not
      emphasize fraud and methods to avoid it.   Due to the small
      size of Laural a whistleblower policy is not
    necessary.





●
            Due to a significant number and magnitude of
      out-of-period adjustments identified during the year-end closing process,
      management has concluded that the controls over the period-end financial
      reporting process were not operating effectively.   A
      material weakness in the period-end financial reporting process could
      result in Laural not been able to meet its regulatory filing deadlines
      and, if not remedied, has the potential to cause a material misstatement
      or to miss a filing deadline in the future.   Management
      override of existing controls is possible given the small size of the
      organization and lack of
personnel.





●
            There is no system in place to review and monitor
      internal control over financial reporting.  This is due to
      Laural maintaining an insufficient complement of personal to carry out
      ongoing monitoring responsibilities and ensure effective internal control
      over financial reporting.







-19-










ITEM
      9A(T)
            CONTROLS
      AND PROCEDURES





There were no changes in Laural’s internal controls over
financial reporting during the fiscal year ended May 31, 2009 that have
materially affected, or are reasonably likely to material affect, Laural’s
internal control over financial reporting.





ITEM
9B                      OTHER
INFORMATION





There is
no other information to be reported under this Item.





PART
111





ITEM
      10
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




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)
            53Robert
      MacKay
              403-64
      Wellesley St. E.
              Toronto,
      Ontario,Canada,
      M4Y 1G6
            Chief
      Financial Officer,
              Chief
      Accounting
              Officer,
      Secretary-Treasurer  and Director (2)
            47





(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.








-20-







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.




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
2009.  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.






-21-








Family
Relationships





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





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.





ITEM
11.                      EXECUTIVE
COMPENSATION





General Philosophy





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






-22-






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 three fiscal years ended May 31, 2009, 2008 and 2007.





Summary Compensation
      Table





Name and principal position
            Year
            Salary
            Option Award
            All Other compensation
            TotalMartin
      Mani Luis
              Chief
      Executive Officer,  President and Director
            2007
              2008
              2009
            $1,000
              12,000
              12,000
            0
              0
              0
            0
              0
              0
            $1,000
              12,000
              12,000Robert
      MacKay
              Chief
      Financial Officer, Secretary, Treasurer and Director
            2007
              2008
              2009
            0
              0
              0
            0
              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
      12
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.




The
following table sets forth, as at July 31, 2009, 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.




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%








-23-








Common
              Stock
            Robert
      MacKay
              403
      – 64 Wellesley Street East
              Toronto,
      Ontario,Canada,
      M4Y 1G6
            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 31, 2009 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





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.





Dividend
Policy





As of the
date of this Form 10-K/A 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





During
the year, we engaged the services of Holladay Stock Transfer, Inc., 2939 N
67th
Place, Scottsdale, Nevada, 82251 to act as transfer and
registrar.   Previous to the appointment of Holladay Stock
Transfer, Inc. we used the services of Actions Stock Transfer Corp. of Salt Lake
City, Utah.






-24-




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
10-K/A.





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.









ITEM
13                      CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





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 $120,000, 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 $120,000 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.









-25-






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 Ethics for the Board of
Directors (the “Code”).  Portage’s Code embodies our commitment to
such ethical principles and sets forth the responsibilities of Portage and its
officers and directors to its shareholders, employees, customers, lenders and
other organizations. Our Code addresses general business ethical principles and
other relevant issues.





Transactions
with Promoters





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





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, 2009 for professional services for the review of the quarterly
financial statements as at August 31, November 30, 2008 and February 28, 2009,
annual financial statements as of May 31, 2009 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, 2008 and February 28, 2009 and
$2,500 for the audit of May 31, 2009.





(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.





(3)           Tax Fees





The
aggregate fees billed in May 31, 2009 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, 2009 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.






-26-








(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.





ITEM
15                      EXHIBITS,
FINANCIAL STATEMENTS SCHEDULE





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)





Financial
Statement Schedules.





The
following financial statements are included in this report:





Title of Document
            PageReport
      of Madsen & Associates, CPA’s Inc.
            30Balance
      Sheets as at May 31, 2009 and 2008
            31Statement
      of Operations for the twelve months ended May 31, 2009 and
      2008  and for the period from February 13, 2007 (date of
      inception) to May 31, 2009
            32Statement
      of Changes in Shareholders’ Equity for the period from February 13, 2007
      (date of inception) to May 31, 2009
            33Statement
      of Cash Flows for the twelve months ended May 31, 2009 and 2008 and for
      the period from February 13, 2007 (date of inception) to May 31,
      2009
            34Notes
      to the Financial Statements
            35











-27-










SIGNATURES





Pursuant to
the requirements of Section 13 or 15(d) of the Securities Act of 1934, the
registrant has duly 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




January 15, 2010





Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





By:   MANDI LUIS


Mandi Luis


Chief Executive Officer,


President and Director





January 15, 2010




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, 2009 and 2008, and the related
statement of operations, changes in stockholders' equity, and cash flows for the
years ended May 31, 2009 and 2008 and for period from February 13, 2007 (date of
inception) to May 31, 2009. 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 included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
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,
2009 and 2008, and the results of operations and cash flows for years ended May
31, 2009 and 2008 and for the period from February 13, 2007 (date of inception)
to May 31, 2009, 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 7,
2009












-29-














LAURAL
RESOURCES, INC.


(Pre-exploration
Stage Company)


BALANCE
SHEETS








May 31, 2009
            May 31, 2008ASSETSCURRENT
      ASSETSCash
            $   4,814
            $   12,723Total Current
    Assets
            $    4,814
            $   12,723LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            $   19,360
            $   11,561Accounts payable – related
      parties
            53,146
            36,199Total Current
      Liabilities
            72,506
            47,760STOCKHOLDERS’
      DEFICIENCYCommon
      stock300,000,000 shares authorized, at
      $0.001 par value;51,000,000 shares issued and
      outstanding
            51,000
            51,000Capital in excess of par
      value
            (9,250)
            (9,250)Deficit accumulated during the
      pre-exploration stage
            (109,442)
            (76,787)Total Stockholders’
      Deficiency
            (67,692)
            (35,037)$     4,814
            $   12,723











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










-30-














LAURAL
RESOURCES, INC.


(Pre-exploration
Stage Company)


STATEMENT
OF OPERATIONS


For the
years ended May 31, 2009 and 2008 and for the period from February 13, 2007
(date of inception) to May 31, 2009








For
      the yearended
              May 31, 2009
            For
      the year ended
              May 31, 2008
            FromFebruary
      13,2007
              (date
      ofinception)
      to
              May 31, 2009REVENUE
            $    -
            $   -
            $   -EXPENSESAcquisition,
      staking and geological report
            1,172
            1,172
            9,344Administrative
            31,483
            58,091
            100,098NET
      LOSS FROM OPERATIONS
            $
      (32,655)
            $
      (59,263)
            $(109,442)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, 2009





Common
              Shares
            Stock
              Amount
            Capital
      inExcess
      of
              Par Value
            AccumulatedDeficitBalance 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)Net
      operating loss for the year ended May 31, 2009
            -
            -
            -
            (32,655)Balance
      as at May 31, 2009
            51,000,000
            $    51,000
            $   (9,250)
            $   109,442





The
accompanying notes are an integral part of these financial
statements











-32-














LAURAL
RESOURCES, INC.


(Pre-exploration
Stage Company)


STATEMENT
OF CASH FLOWS





For the
years ended May 31, 2009 and 2008 and for the period from February 13, 2007
(date of inception) to May 31, 2009





For
      the yearended
              May 31, 2009
            For
      the yearended
              May 31, 2008
            FromFebruary
      13,2007
      (date ofinception)
      to
              May 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            $   (32,655)
            $  (59,263)
            $(109,442)Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Changes
      in accounts payable
            7,799
            7,697
            19,360Net
      Cash  Provided (Used) in Operations
            (24,856)
            (51,566)
            (90,082)CASH
      FLOWS FROM INVESTING ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from loan from related
      party
            16,947
            23,680
            53,146Proceeds from issuance of common
      stock
            -
            -
            41,75016,947
            23,680
            94,896Net
      Increase (Decrease) in Cash
            (7,909)
            (27,886)
            4,814Cash
      at Beginning of Period
            12,723
            40,609
            -CASH
      AT END OF PERIOD
            $      4,814
            $  12,723
            $  4,814







The
accompanying notes are an integral part of these financial
statements







-33-











LAURAL
RESOURCES, INC.


(Pre-exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


May 31,
2009





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.


(Pre-exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


May 31,
2009





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, 2009 the Company had a net operating loss carry forward of $109,442 for
income tax purposes.  The tax benefit of approximately $32,800 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 2029





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.


(Pre-exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


May 31,
2009





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 maintains its mining license with the
      Department of Lands and Survey for the Republic of Fiji.  The
      license will expire in March 2010 if it is not renewed in March
      2010.





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 $53,146.





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 35,000,000 post
split common shares sold to directors and officers for a total consideration of
$1,750.  On May 31, 2007, the Company completed a private placement of
16,000,000 post split common shares for a total consideration of
$40,000.









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LAURAL
      RESOURCES, INC.


(Pre-exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


May 31,
2009





5.           CAPITAL
STOCK - Continued





On February 12, 2008, the directors of
the Company approved a resolution to forward split the common shares of the
Company on the basis of the issuance of 20 new shares for one existing share of
common stock presently held (the “Forward Split”).  As a result of the
Forward Split every one outstanding share of common stock was increased to
twenty shares of common stock.  As at May 31, 2009, there were
51,000,000 post split common shares issued and outstanding.The 51,000,000 post split
common shares are shown as split from the date of inception.





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.










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