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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB
  Amendment No. 3

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

For the
  fiscal years ended May 31, 2006 and 2005

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

For the transition period from ______________ to
______________

Commission File Number 049631

TERRA NOSTRA RESOURCES CORP.(Name of small business issuer in its charter)

|NEVADA                                                               | 86-0875500                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|970
      East Colorado Blvd., 9thFloor, Pasadena, CA                | 91101                               
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code: (626)
796-0088

Securities registered under Section 12(b) of the Exchange Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | None                                     

Securities registered under Section 12(g) of the Exchange Act:

100,000,000 Common Shares, US$0.001 Par Value(Title of Class)

Check whether the issuer is not required to file reports pursuant
  to Section 13 or 15(d) of the Exchange Act. [   ]

Note Checking the box above will not relieve any
  registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
  Act from their obligations under those Sections.

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

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B contained in this form, and no disclosure will
  be contained, to the best of the registrants knowledge, in definitive
  proxy or information statements incorporated by reference in Part III of this
  Form 10-KSB or any amendment to this Form 10-KSB. [   ]

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

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State issuer's net revenues for its most recent fiscal year:                 
  US$5,107,982

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

US$51,054,186 as of September 22, 2006

Note: If determining whether a person is an affiliate will involve
  an unreasonable effort and expense, the issuer may calculate the aggregate market
  value of the common equity held by non-affiliates on the basis of reasonable
  assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5
YEARS)

Check whether the issuer has filed all documents and reports
  required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court. Yes [  
  ]    No [   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

As of September 15, 2006, the Issuer had a total of 49,156,448
  common shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
  describe them and identify the part of the Form 10-KSB (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; and (3) any prospectus filed
  pursuant to Rule 424(b) or (c) of 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 24, 1990).

Transitional Small Business Disclosure Format (Check one):
[   ]  Yes      [   ]  No

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EXPLANATORY NOTE

We
are filing this Form 10-KSB/A No. 3 for the fiscal years ended May 31, 2006 and
2005 to include a signed and conformed signature page which was inadvertently omitted in our filing of
the Form 10-KSB/A No. 2 on August 4, 2008.

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ITEM 13.      EXHIBITS.

|3.3  | Articles of Incorporation                                                                            |  | Incorporated by reference to the Exhibits attached to the
      Corporation's Registration Statement on Form 10-SB filed with the SEC on
      February 19, 2002, file number 000- 49631.
|---- | ---------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                      |  |                                                                                                                                                                                          
|3.4  | Amendment to Articles of Incorporation                                                               |  | Incorporated by reference to the Exhibits attached to the
      Corporation's Registration Statement on Form 10-SB filed with the SEC on
      February 19, 2002, file number 000- 49631.
|     |                                                                                                      |  |                                                                                                                                                                                          
|3.5  | Certificate of Amendment                                                                             |  | Incorporated by reference to the Exhibits attached to the
      Corporation's Registration Statement on Form 10-SB filed with the SEC on
      February 19, 2002, file number 000- 49631.
|     |                                                                                                      |  |                                                                                                                                                                                          
|3.6  | Bylaws                                                                                               |  | Incorporated by reference to the Exhibits attached to the
      Corporation's Registration Statement on Form 10-SB filed with the SEC on
      February 19, 2002, file number 000- 49631.
|     |                                                                                                      |  |                                                                                                                                                                                          
|4.7  | Form of Common Stock Specimen                                                                        |  | Incorporated by reference to the Exhibits attached to the
      Corporation's Registration Statement on Form 10-SB filed with the SEC on
      February 19, 2002, file number 000- 49631.
|     |                                                                                                      |  |                                                                                                                                                                                          
|10.1 | Amendment to the Share Exchange Agreement between the
      Corporation and 9126 2238 Quebec Inc.    |  | Incorporated by reference to the Exhibits attached to the
      Corporations 10QSB filed with the SEC on August 19, 2004.                                                               
|     |                                                                                                      |  |                                                                                                                                                                                          
|10.2 | Acquisition Agreement Between RTO Investments Ltd., a
      Bahamas company and the Corporation      |  | Incorporated by reference to the Exhibits attached to the
      Corporations 8K filed with the SEC on December 10, 2004.                                                                
|     |                                                                                                      |  |                                                                                                                                                                                          
|10.3 | Disposition Agreement between the Corporation, Quattro
      Investments Limited and Biointegra Inc. |  | Incorporated by reference to the Exhibits attached to the
      Corporations 10QSB filed with the SEC on May 15, 2005                                                                   
|     |                                                                                                      |  |                                                                                                                                                                                          
|10.4 | Shandong Terra Nostra  Jinpeng Metallurgical Co., Ltd.-
      Joint Venture Contract                |  | Incorporated by reference to the Exhibits attached to the
      Corporations 8K filed with the SEC on August 17, 2005.                                                                  
|     |                                                                                                      |  |                                                                                                                                                                                          
|10.5 | Shandong Quanxin Stainless Steel Co.  Joint Venture
      Contract                                  |  | Incorporated by reference to the Exhibits attached to the
      Corporations 8K filed with the SEC on August 17, 2005.                                                                  

31

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|10.6  | Shandong Terra
        Nostra  Jinpeng Metallurgical Co., Ltd.- Joint Venture Contract
        Amendment                                                                      |  | Incorporated
        by reference to the Exhibits attached to the Corporations 8K filed
        with the SEC on August 17, 2005.    
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                |  |                                                                                                                                      
|10.7  | Shandong Quanxin
        Stainless Steel Co.  Joint Venture Contract Amendment                                                                                                |  | Incorporated
        by reference to the Exhibits attached to the Corporations 8K filed
        with the SEC on August 17, 2005.    
|      |                                                                                                                                                                                |  |                                                                                                                                      
|10.8  | Shandong Terra-Nostra
        Jinpeng Metallurgical Co. Ltd  Amended and Restated Joint Venture
        Agreement                                                             |  | Incorporated
        by reference to the Exhibits attached to the Corporations 8K filed
        with the SEC on October 10, 2005.   
|      |                                                                                                                                                                                |  |                                                                                                                                      
|10.9  | Shandong Terra-Nostra
        Jinpeng Metallurgical Co. Ltd.  Amended and Restated Joint Venture
        Agreement, including Articles of Association dated December 16, 2005 |  | Incorporated
        by reference to the Exhibits attached to the Corporations 10QSB
        filed with the SEC on January 23, 2006.
|      |                                                                                                                                                                                |  |                                                                                                                                      
|10.10 | Shandong Quanxin
        Stainless Steel Co. Ltd.  Amended and Restated Joint Venture Agreement,
        including Articles of Association dated March 26, 2006               |  | Incorporated
        by reference to the Exhibits attached to the Corporations 10QSB
        filed with the SEC on April 20, 2006.  
|      |                                                                                                                                                                                |  |                                                                                                                                      
|31.1  | Section 302 Certification- Principal
        Executive Officer                                                                                                                 |  | Filed herewith.                                                                                                                      
|      |                                                                                                                                                                                |  |                                                                                                                                      
|31.2  | Section 302 Certification- Principal
        Accounting Officer and Principal Financial Officer                                                                                |  | Filed herewith.                                                                                                                      
|      |                                                                                                                                                                                |  |                                                                                                                                      
|32.1  | Certification for CEO Pursuant
        to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002                                  |  | Filed herewith.                                                                                                                      
|      |                                                                                                                                                                                |  |                                                                                                                                      
|32.2  | Certification or CFO Pursuant
        to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002                                   |  | Filed herewith.                                                                                                                      

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

TERRA NOSTRA RESOURCES CORP.

By: */s/ Sun Liu
James Po*   Name: Sun Liu
James Po Title: Principal Executive Officer, Member of the Board of
Directors Date: August 5, 2008

By: */s/ Donald
Nicholson*Name: Donald
Nicholson Title: Principal Financial Officer and Principal Accounting
Officer Date: August 5, 2008

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated, who constitute the majority of the board
of directors:

By:*/s/ Donald
C. Nicholson*Name: Donald
C. Nicholson Title: Principal Financial Officer and Principal Accounting
Officer, Member of the Board of Directors Date: August 5, 2008

By: */s/ Felix
Chung*  Name: Felix
Chung Title: Member of the Board of Directors Date: August 5, 2008

By: */s/ Donald
G. Burrell*Name: Donald
G. Burrell Title: Member of the Board of Directors Date: August 5, 2008

By: */s/ Michel
Plante*Name: Michel
Plante Title: Member of the Board of Directors Date: August 5, 2008

By: */s/ Sun Liu
James Po*Name: Sun Liu
James Po Title: Principal Executive Officer, Member of the Board of
Directors Date: August 5, 2008

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