UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(X
      )
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF
      1934





For the
      quarter period ended November 30,
2008





(  )
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE
  ACT





For the
      transition period
      form                                                      
      toCommission File
      number    333-144923





LAURAL RESOURCES,
      INC.


(Exact name of
small business issuer as specified in its charter)





Nevada
            14-1994102(State
      or other jurisdiction of incorporation or organization)
            (IRS Employer Identification
      No.)





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





1-905-639-4525(Issuer’s
      telephone number)





N/A(Former
      name, former address and former fiscal year, if changed since last
      report)





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□





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





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PROCEDING FIVE YEARS





Check whether the registrant 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 ISSUERS





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





December
31, 2008: 51,000,000 common shares





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














-1-











INDEX





Page
              NumberPART
      1.
            FINANCIAL
      INFORMATIONITEM 1.
            Financial
      Statements (unaudited)
            3Balance
      Sheet as at November 30, 2008 and May 31, 2007
            4Statement
      of Operations
              For
      the three and six months ended November 30, 2008 and 2007 and for the
      period February 13, 2007 (Date of Inception) to November 30,
      2008
            5Statement
      of Cash Flows
              For
      the six months ended November 30, 2008 and 2007 and for the period
      February 13, 2007 (Date of  Inception) to November 30,
      2008
            6Notes
      to the Financial Statements.
            7ITEM 2.
            Management’s
      Discussion and Analysis or Plan of Operations
            11ITEM 3.
            Controls
      and Procedures
            19PART
      11.
            OTHER
      INFORMATION
            19ITEM 1.
            Legal
      Proceedings
            19ITEM 2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            19ITEM 3.
            Defaults
      Upon Senior Securities
            19ITEM 4.
            Submission
      of Matters to a Vote of Security Holders
            20ITEM 5.
            Other
      Information
            20ITEM 6.
            Exhibits
      and Reports on Form 8-K
            20SIGNATURES.
            21











-2-








PART
1 – FINANCIAL INFORMATION




ITEM
1.   FINANCIAL STATEMENTS




The
accompanying balance sheets of Laural Resources, Inc. (a pre-exploration stage
company) at November 30, 2008 (with comparative figures as at May 31, 2008) and
the statement of operations for the three and six months ended November 30, 2008
and 2007 and for the period from February 13, 2007 (date of incorporation) to
November 30, 2008 and the statement of cash flows for the six months ended
November 30, 2008 and 2007 and for the period from February 13, 2007 (date of
incorporation) to November 30, 2008 have been prepared by the Company’s
management in conformity with accounting principles generally accepted in the
United States of America.  In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature.





Operating
results for the quarter ended November 30, 2008 are not necessarily indicative
of the results that can be expected for the year ending May 31,
2009.











-3-










LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


BALANCE
SHEETS





(Unaudited
– Prepared by Management)





November
      30,2008
            May
      31,2008ASSETSCURRENT
      ASSETSCash
            $   728
            $   12,723Total Current
    Assets
            $   728
            $   12,723LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            $   12,704
            $   11,561Accounts payable – related
      parties
            38,528
            36,199Total Current
      Liabilities
            51,232
            47,760STOCKHOLDERS’
      DEFICIENCYCommon
      stock300,000,000 shares authorized, at
      $0.001 par value;51,000,000 shares issued and
      outstanding
            51,000
            51,000Capital in excess of par
      value
            (9,250)
            (9,250)Deficit accumulated during the
      pre-exploration stage
            (92,254)
            (76,787)Total Stockholders’
      Deficiency
            (50,504)
            (35,037)$     728
            $   12,723











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











-4-










LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF OPERATIONS


For the
three and six months ended November 30, 2008 and 2007 and for the period from
February 13, 2007 (date of inception) to November 30, 2008





(Unaudited
– Prepared by Management)





Threemonths
              ended
              Nov.
      30,2008
            Threemonths
              ended
              Nov.
      30,2007
            Sixmonths
              ended
              Nov.
      30,2008
            Sixmonths
              ended
              Nov.
      30,2007
            Feb.
      13, 2007(date of
              inception)
      to
              Nov.
      30,2008REVENUES
            $    -
            $
      _____-
            $-
            $  -
            $    -EXPENSESAccounting and
    audit
            2,022
            1,825
            4,045
            5,028
            19,322Bank charges
            24
            27
            75
            57
            277Consulting
            -
            4,000
            -
            16,000
            22,000Exploration
    expenses
            -
            -
            -
            -
            6,172Filing fees
            -
            -
            -
            29
            479Geological report
            -
            -
            -
            -
            2,000Incorporation
    costs
            -
            -
            -
            -
            590Legal
            -
            -
            1,620
            6,500
            8,200Management fees
            3,000
            3,000
            6,000
            6,000
            19,000Office
            178
            883
            397
            1,518
            3,445Rent
            900
            900
            1,800
            1,800
            5,700Transfer agent’s
    fees
            1,530
            830
            1,530
            830
            3,684Travel andentertainment
            -
            -
            -
            1,385
            1,3857,654
            11,465
            15,467
            39,147
            92,254NET
      LOSS FROM OPERATIONS
            $   (7,654)
            $(11,465)
            $(15,467)
            $(39,147)
            $
      (92,254)





NET
      LOSS PER COMMONSHAREBasic
      and diluted
            $
      (0.00)
            $(0.00)
            $
      (0.00)
            $(0.00)AVERAGE
      OUTSTANDING SHARESBasic
            51,000,000
            51,000,000
            51,000,000
            51,000,000


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











-5-














LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF CASH FLOWS





For the
six months ended November 30, 2008 and 2007 and for the period from February 13,
2007 (date of inception) to November 30, 2008





(Unaudited
– Prepared by Management)





For
      the six
              months
      ended
              Nov. 30, 2008
            For
      the six
              months
      ended
              Nov. 30, 2007
            FromFebruary
      13,2007
      (date ofinception)
      to
              Nov. 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            $    (15,467)
            $
      (39,147)
            $
      (92,254)Adjustments
      to reconcile net loss to net cash provided by
              operating
    activities:Changes
      in accounts payable
            1,143
            2,028
            12,704Net
      Cash  Provided (Used) in Operations
            (14,324)
            (37,119)
            (79,550)CASH
      FLOWS FROM INVESTING ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from loan from related
      party
            2,329
            20,971
            38,528Proceeds from issuance of common
      stock
            -
            -
            41,7502,329
            20,971
            80,278Net
      Increase (Decrease) in Cash
            (11,995)
            (16,148)
            728Cash
      at Beginning of Period
            12,723
            40,609
            -CASH
      AT END OF PERIOD
            $  728
            $   24,461
            $  728














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











-6-







LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


November
30, 2008





(Unaudited
– Prepared by Management)





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.











-7-








LAURAL
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


November
30, 2008





(Unaudited
– Prepared by Management)





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
November 30, 2008 the Company had a net operating loss carry forward of $92,254
for income tax purposes.  The tax benefit of approximately $27,700
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.








-8-














LAURAL
      RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


November
30, 2008





(Unaudited
– Prepared by Management)





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Statement of Cash
      Flows





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





Unproven Mining Claim
Costs





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





Environmental
      Requirements





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





Recent Accounting
Pronouncements





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





3.           AQUISITION
OF MINERAL CLAIM





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








4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY





Officers-directors
and their families have acquired 69% of the common stock issued and have made no
interest, demand loans to the Company of $38,528.





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











-9-














LAURAL
      RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


November
30, 2008





(Unaudited
– Prepared by Management)








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.





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 November 30, 2008, there were
51,000,000 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.











-10-










ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR


PLAN
OF OPERATIONS





The
following discussion should be read in conjunction with the information
contained in the financial statements of Laural Resources, Inc. (“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.





Laural
presently has minimal day-to-day operations; mainly comprising the maintaining
in good standing the Waibau Gold Claim located in the Republic of Fiji and
preparing the various reports to be filed with the United States Securities and
Exchange Commission (the “SEC”) as required.





LIQUIDITY
AND CAPITAL RESOURCES





Laural
has had no revenue since inception and its accumulated deficit is
$92,254.  To date, the growth of Laural has been funded by the sale of
shares and advances by its director in order to meet the requirements of filing
with the SEC and maintaining the Waibau Gold Claim in good
standing.





The plan
of operations during the next twelve months is for us to undertake exploration
work on the Waibau Gold Claim and meet our filing
requirements.   Presently we do not have the funds to consider
any additional mineral claims.





Our
management estimates that a minimum of $51,832 will be required over the next
twelve months to pay for such expenses as follows:





Funds required
            Estimated AmountAccounting
      and audit requirements
            $  9,400Bank
      charges and interest
            150Exploration
      expenses – Phase I
            11,050Filing
      fees
            200Management
      fees @ $1,000 per month
            12,000Office
      – photocopying, faxing and delivering
            500Rent
      @ $300 per month
            3,600Transfer
      agent’s fees
            1,50038,400Accounts
      payable – November 30, 2008
            12,704Total estimated funds
      required
            51,104Deduct:  Bank
      balance as at November 30, 2008
            728Net estimated funds
      required
            $
      51,832





Based on
the above estimated funds required over the next twelve months, Laural will
either have to sell additional shares or obtain advances from its directors and
officers.   The latter situation is acceptable to the directors
and they are prepared to advance the required funds to ensure all outstanding
obligations are met on a current basis.








-11-







RESULTS
OF OPERATIONS





Corporate
Organization and History Within Last Five years





Laural
was incorporated under the laws of the State of Nevada on February 13, 2007
under the name of Laural Resources, Inc.  Laural 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.





Business
Development Since Inception





We raised
$1,750 in initial seed capital on April 10, 2007 to cover the initial cost of
obtaining a mineral  property that we consider holds the potential to
contain gold and/or silver mineralization.





We
purchased the Waibau Gold Claim located in the Republic of Fiji for $5,000 from
Siti Ventures Inc, an unrelated company incorporated in Fiji from certain
advances made by the directors.





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 are
the beneficial owner of a 100% interest in the Waibau Gold Claim, our sole
mineral property. We intend to undertake exploration work on the Waibai Gold
Claim during the latter part of 2008 or the spring of 2009.  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.





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 (the “Symonds Report”)
recommends a two-phase exploration program for the Waibau Claim.







DESCRIPTION OF THE
PROPERTY




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




Location
and Access




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





The
claim’s terrain is rugged with elevations ranging from 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.








-12-






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




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




Previous
Exploration





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




Proposed Exploration
Work – Plan of Operation




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




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




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








-13-






(e.g.
potential mineralization) was found that was of interest.  In the
process we will also identify any showings which appear to warrant sampling,
i.e. any rock formations that appear to warrant our taking soil and rock samples
from the claims to a laboratory where a determination of the elemental make-up
of the sample and the exact concentrations of gold and other indicator minerals
can be made. We anticipate, based on the estimate contained in the Symonds
Report, that Phase I work will cost $11,050 (Fiji $17,700).  The
Waibau Claim is located in a tropical climatic area so the claim can be worked
year round. We anticipate completing Phase I before the end of
2008.




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




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




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




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




Competitive
Factors




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




Government
Regulation




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




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.






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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.





Forward
Looking Statements





In
addition to the other information contained in this Form 10-Q, it contains
forward-looking statements which involve risk and uncertainties.  When
used in this prospectus, the words “may”, “will”, “expect”, “anticipate”,
“continue”, “estimate”, “project”, “intend”, “believe” and similar expressions
are intended to identify forward-looking statements regarding events, conditions
and financial trends that may affect our future plan of operations, business
strategy, operating results and financial position.  Readers are
cautioned that any forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties and that the 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-Q including financial statements, attachments and risk factors
before considering an investment.





Risk
Factors




An
investment in our common stock involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding Laural
contained in this prospectus, you should consider many important factors in
determining whether to purchase the shares being offered. The following risk
factors reflect the potential and substantial material risks which could be
involved if you decide to purchase shares in this offering.




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 November 30, 2008,
the date of our most recent audited financial statements is
$92,254.  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.






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




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




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




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




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:






-16-






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




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




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




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




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




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




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





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




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




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








-17-




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





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





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





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





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








-18-





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





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




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




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





ITEM
3.                      CONTROLS
AND PROCEDURES





(a)           Evaluation of Disclosure
Controls and Procedures





Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of Laural’s controls and procedures (as defined in the Securities
Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end of the period
of the filing of this quarterly report on Form 10-Q (the “Evaluation Date”),
have concluded that as of the Evaluation Date, Laural’s disclosure and
procedures were adequate and effective to ensure that material information
relating to it would be made known to it by others, particularly during the
period in which this quarterly report on Form 10-Q was being
prepared.








(b)           Changes in Internal
Controls





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





PART
11 – OTHER INFORMATION





ITEM
1.                      LEGAL
PROCEEDINGS





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





ITEM
2.                      UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





There has been no change in our
securities during the six months ended November 30, 2008.








ITEM
3.                      DEFAULTS
UPON SENIOR SECURITIES





None






-19-







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





There have been no matters brought
forth to the securities holders to vote upon during this quarter.





ITEM
5.                      OTHER
INFORMATION





None





ITEM
6.                      EXHIBITS
AND REPORTS ON FORM 8-K





(a)  (3)   Exhibits





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





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











-20-











SIGNATURES








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





LAURAL RESOURCES, INC.(Registrant)Date:    January
      8, 2009
            MANDI LUISChief
      Executive Officer, President and DirectorDate:  January
      8, 2009
            ROBERT MACKAYChief
      Financial Officer, Chief Accounting
              Officer,
      Secretary and Director










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