**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedFebruary
                28, 2007[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period__________to__________Commission
                File Number:333-140056





Cody
      Resources, Inc.


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





Nevada
            20-5339393(State
                or other jurisdiction of incorporation or
                organization)
            (IRS
                Employer Identification No.)




2915
                W. Charleston Blvd., Ste.7, Las Vegas, NV 89102(Address
                of principal executive offices)





(702)
                383-5862(Issuer’s
                telephone number)_______________________________________________________________(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 Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days [X] Yes
      [
      ] No





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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 1,390,000 common shares as of February 28,
      2007





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




Table
          of Contents


TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Plan
                of Operation
            4Item
                3.
            Controls
                and Procedures
            15PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            16Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            16Item
                3.
            Defaults
                Upon Senior Securities
            16Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            16Item
                5.
            Other
                Information
            16Item
                6.
            Exhibits
            16


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item1.**  **Financial
      Statements**





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Balance
                Sheet as of February 28, 2007;F-2
            Statements
                of Operations for the three months ended February 28, 2007and period from inception (July 29, 2006) through February 28, 2007;F-3
            Statement
                of Capital Stock from inception (July 20, 2006)
                through February 28, 2007;F-4
            Statements
                of Cash Flows for the three months ended February
                28, 2007 and period from inception (July 20, 2006) through February
                28,
                2007;F-5
            Notes
                to Financial
                Statements.








These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended February 28,
      2007
      are not necessarily indicative of the results that can be expected for the
      full
      year.


3
 Table
          of Contents


**Cody
          Resources, Inc.**
 **(A
          Development Stage Company)**
 **Balance
          Sheet**
 **at
          February 28, 2007 &**
 **at
          November 30, 2006**
  **ASSETS**
                **February
                      28**
                    **2007**
                
                **November
                      30**
                    **2006****Current
                    Assets****Checking/Savings****Cash
                    & cash equivalents****Total
                    Checking/Savings**
                
                10,563
                
                
                38,188**Total
                    Current Assets**
                
                10,563
                
                
                38,188**TOTAL
                    ASSETS**
                
                10,563
                
                
                38,188**LIABILITIES
                    & EQUITY**
                
                **10,563**
                
                
                **38,188****Liabilities****Current
                    Liabilities****Accounts
                    Payable****Accounts
                    Payable****Total
                    Accounts Payable**
                
                501
                
                
                501**Other
                    Current Liabilities**
                
                501
                
                
                501**Total
                    Other Current Liabilities****Total
                    Current Liabilities**
                
                0
                
                
                -**Total
                    Liabilities**
                
                501
                
                
                501**Equity**
                
                501
                
                
                501**Capital
                      Stock - $0.001 par value; 50,000,000 shares**
                    **authorized,
                      1,390,000 issued and outstanding 11/30/06.**
                
                1,390
                
                
                1,390**Additional
                    paid in capital**
                
                38,610
                
                
                38,610**Subscriptions
                    Receivable**
                
                (875)
                
                
                (875)**Retained
                    Earnings**
                
                (13,413)**Net
                    Income**
                
                (15,650)
                
                
                (1,438)**Total
                    Equity**
                
                10,062
                
                
                37,687**TOTAL
                    LIABILITIES & EQUITY**
                
                **10,563**
                
                
                **38,188**
  F-1
 Table
            of Contents
 ****Cody
        Resources, Inc.**** **(A
          Development Stage Company)**
 **Income
          (Loss) Statement**
 December
          1, 2006 toFebruary
          28, 2007
 and
          July 20, 2006 (inception) to February 28,
          2007
 For
                          the period from
                        December 1, 2006
                        through
                        February 28,
                          2007
                  
                  For
                          the period from
                        July 20, 2006
                        through
                        February 28,
                          2007**Ordinary
                      Income/Expense****Expense****Professional
                      Fees****Legal
                      Fees**
                  
                  10,500
                  
                  
                  10,861**Accounting
                      Fees**
                  
                  2,000
                  
                  
                  2,000**Total
                      Professional Fees**
                  
                  12,500
                  
                  
                  12,861**General
                      & Administrative**
                  
                  15,125
                  
                  
                  16,202**Total
                      Expense**
                  
                  27,625
                  
                  
                  29,063**Net
                      Ordinary Income**
                  
                  (27,625)
                  
                  
                  (29,063)**Net
                      Income**
                  
                  **(27,625)**
                  
                  
                  **(29,063)**
 F-2
 Table
              of Contents
 **Cody
          Resources, Inc.**
 **(A
          Development Stage Company)**
 **Statement
          of CapitalStock**
 **July
          20, 2006 to February 28, 2007**
 **Common****Stock**
                  
                  **Additional**
                    **Paid
                      in**
                  
                  **Deficit**
                          **Accumulated**
                          **During**
                          **Development**
                  
                  ****Total****
                    **Stockholders'****Shares**
                  
                  **Amount**
                  
                  **Capital**
                  
                  **Stage**
                  
                  **Equity**Issuance
                          of Common Stock in September 2006 in exchange
                        for
                          reduction of accounts payable at $0.001 per
                          share
                  
                  1,000,000
                  
                  $
                  1,000
                  
                  
                  
                  
                  
                  
                  
                  
                  1,000Issuance
                        of Common Stock in Oct 2006in
                      exchange for cash @ $0.10 per share
                  
                  220,000
                  
                  
                  220
                  
                  
                  21,780
                  
                  
                  
                  
                  
                  22,000Issuance
                      of Common Stock in Nov 2006
                      in
                        exchange for cash @ $0.10 per share
                  
                  170,000
                  
                  
                  170
                  
                  
                  16,830
                  
                  
                  
                  
                  
                  17,000Net
                      loss to Nov 30, 2006
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1438)
                  
                  
                  (1,438)**Balance
                      at November 30, 2006**
                  
                  **1,390,000**
                  
                  **$**
                  **1,390**
                  
                  **$**
                  **38,610**
                  
                  
                  **(1438)**
                  
                  
                  **38,562**Net
                      Loss to Feb 28, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (27625)
                  
                  
                  (27625)**Balance
                      at February 28, 2007**
                  
                  **1,390,000**
                  
                  
                  **1,390**
                  
                  
                  **38,610**
                  
                  
                  **(29,063)**
                  
                  
                  **10,937**
  F-3
 Table
            of Contents
 **Cody
        Resources, Inc.**
 **(A
        Development Stage Company)**
 **Statement
        of CashFlows**
 **December
        1, 2006 to February 28, 2007**
 **Dec
                    1/06 - Feb 28/07**
                
                For
                            the period
                          from July 20, 2006
                          (date of Inception)
                          through
                          Feb
                            28/07**OPERATING
                    ACTIVITIES****Net
                    Income**
                
                (27,625)
                
                
                (29,063)**Adjustments
                      to reconcile Net Income****to
                      net cash provided by operations:****Accounts
                    Payable**
                
                
                
                
                501Net
                    cash provided by Operating Activities
                
                (27,625)
                
                
                (28,562)**FINANCING
                    ACTIVITIES****Additional
                    paid in capital**
                
                
                
                
                38,610**Capital
                    Stock**
                
                
                
                
                1,390**Subsscriptions
                    Receivable**
                
                
                
                
                (875)**Net
                    cash provided by Financing Activities**
                
                
                
                
                39,125**Net
                    cash increase for period**
                
                (27,625)
                
                
                10,563**Cash
                    at beginning of period**
                
                38,188
                
                
                0**Cash
                    at end of period**
                
                **10,563**
                
                
                **10,563**
  F-4
 Table
              of Contents
 CODY
            RESOURCES, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTESTO
            FINANCIAL STATEMENTS
 
 1.
                DESCRIPTION
                    OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
                    POLICIES 
 Description
            of business - Cody
            Resources, Inc. (hereinafter referred to as the “Company”) located in Las Vegas,
            Nevada was incorporated in Nevada on July 20, 2006. The Company is in
            the
            mineral exploration and development business. The Company has not commenced
            significant operations.
 
 History -
            The
            Company was incorporated under the laws of the State of Nevada on July
            20, 2006.
 
 Development
            Stage Company - The
            accompanying financial statements have been prepared in accordance with
            the
            Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by
            Development-Stage Enterprises”. A development-stage enterprise is one in which
            planned principal operations have not commenced or if its operations
            have
            commenced; there has been no significant revenue there from. The Company
            has not
            commenced its planned principal operations and therefore is considered
            a
            Development Stage Company.
 
 Year-end - The
            Company’s year-end is November 30..
 
 Use
            of
            estimates - The
            preparation of consolidated financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and
            assumptions that affect the reported amounts of assets and liabilities
            and
            disclosure of contingent assets and liabilities at the date of the financial
            statements and the reported amounts of revenue and expenses during the
            reporting
            period. Actual results could differ from those estimates.
 
 Revenue
            and expense recognition -
            Revenues are recognized when received. Costs and expenses are recognized
            during
            the period in which they are incurred
 
 Income
            taxes - The
            Company accounts for its income taxes in accordance with Statement of
            Financial
            Accounting Standards No. 109, which requires recognition of deferred
            tax assets
            and liabilities for future tax consequences attributable to differences
            between
            the financial statement carrying amounts of existing assets and
 liabilities
            and their respective tax bases and tax credit carry-forwards. Deferred
            tax
            assets and liabilities are measured using enacted tax rates expected
            to apply to
            taxable income in the years in which those temporary differences are
            expected to
            be recovered or settled. The effect on deferred tax assets and liabilities
            of a
            change in tax rates is recognized in operations in the period that includes
            the
            enactment date.
 
 Research
            and development costs - The
            Company accounts for research and development costs in accordance with
            the
            Statement of Financial Standards No. 2 “Accounting for Research and Development
            Costs”, which requires that all research and development costs must be charged
            to expense as incurred. Accordingly, internal research and development
            costs are
            expenses as incurred. Third party research and development costs are
            expenses
            when the contracted work has been performed or as milestone results have
            been
            achieved.
 
 F-5
 Table
                of Contents
  Company-sponsored
            research and development costs related to both present and future products
            are
            expensed in the period incurred. The Company has incurred no expenses
            on
            research and development to date.
  Mineral
            Property Payments and Exploration Costs -
            The
            Company expenses all costs related to the acquisition, maintenance and
            exploration of mineral claims in which it has secured exploration rights
            prior
            to the establishment of proven and probable reserves. To date, the Company
            has
            not established the commercial feasibility of its exploration prospects;
            therefore, all costs are to be expensed.
  2.
                CAPITAL
                    STOCK TRANSACTIONS  Common
            Stock - The
            authorized common stock is 50,000,000 shares with a par value of $0.001
            per
            share. As of November 30, 2006, The Company had 1,390,000 shares of common
            stock
            issued and outstanding.
 
 In
            September 2006, the Company issued 1,000,000 shares of its common stock
            to its
            director in exchange for a reduction in debt owed of $125 and $875 in
            cash
 
 In
            November 2006, the Company issued 390,000 shares of its common stock
            to
            thirty-nine individuals in exchange for $39,000 in cash.
 
 3.
                THE
                    EFFECT OF RECENTLY ISSUED ACCOUNTING
                    STANDARDS 
 Below
            is
            a listing of the most recent accounting standards SFAS 150-154 and their
            effect
            on the Company.
 
 *Statement
            No. 150*  *Accounting
            for Certain Financial Instruments with Characteristics of both Liabilities
            and
            Equity (Issued 5/03)*
 
 This
            Statement establishes standards for how an issuer classifies and measures
            certain financial instruments with characteristics of both liabilities
            and
            equity.
 
 *Statement
            No. 151*  *Inventory
            Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)*
 
 This
            statement amends the guidance in ARB No. 43, Chapter 4, *Inventory
            Pricing* ,
            to
            clarify the accounting for abnormal amounts of idle facility expense,
            freight,
            handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43,
            Chapter
            4, previously stated that “...under some circumstances, items such as idle
            facility expense, excessive spoilage, double freight and re-handling
            costs may
            be so abnormal ass to require treatment as current period charges....” This
            Statement requires that those items be recognized as current-period charges
            regardless of whether they meet the criterion of “so abnormal.” In addition,
            this Statement requires that allocation of fixed production overheads
            to the
            costs of conversion be based on the normal capacity of the production
            facilities.
 
 F-6
 Table
                of Contents
  *Statement
            No. 152*  *Accounting
            for Real Estate Time-Sharing Transactions (an amendment of FASB Statements
            No.
            66 and 67)*
 
 This
            Statement amends FASB Statement No. 66, *Accounting
            for Sales of Real Estate* ,
            to
            reference the financial accounting and reporting guidance for real estate
            time-sharing transactions that is provided in AICPA Statement of Position
            (SOP)
            04-2, *Accounting
            for Real Estate Time-Sharing Transactions* .
 
 This
            Statement also amends FASB Statement No. 67, Accounting *for
            Costs and Initial Rental Operations of Real Estate Projects* ,
            states
            that the guidance for (a) incidental operations and (b) costs incurred
            to sell
            real estate projects does not apply to real estate time-sharing transactions.
            The accounting for those operations and costs is subject to the guidance
            in SOP
            04-2.
 
 *Statement
            No. 153*  *Exchanges
            of Non-monetary Assets (an amendment of APB Opinion No. 29)*
 
 The
            guidance in APB Opinion No. 29, *Accounting
            for Non-monetary Transactions* ,
            is
            based on the principle that exchanges of non-monetary assets should be
            measured
            based on the fair value of the assets exchanged. The guidance in that
            Opinion,
            however, includes certain exceptions to the principle. This Statement
            amends
            Opinion 29 to eliminate the exception for non-monetary exchanges of similar
            productive assts and replaces it with a general exception for exchanges
            of
            non-monetary assets that do not have commercial substance. A non-monetary
            exchange has commercial substance if the future cash flows of the entity
            are
            expected to change significantly as a result of the exchange.
 
 *Statement
            No. 154 - Accounting Changes and Error Corrections (a replacement of
            APB Opinion
            No. 20 and FASB Statement No. 3)*
 
 This
            Statement replaces APB Opinion No. 20, *Accounting
            Changes,* and FASB
            Statement No. 3, *Reporting
            Accounting Changes in Interim Financial Statements,* and
            changes the requirements for the accounting for and reporting of a change
            in
            accounting principle. This Statement applies to all voluntary changes
            in
            accounting principle. It also applies to changes required by an accounting
            pronouncement in the unusual instance that the pronouncement does not
            include
            specific transition provisions. When a pronouncement includes specific
            transition provisions, those provisions should be followed.
 
 The
            adoption of these new Statements is not expected to have a material effect
            on
            the Company’s current financial position, results or operations, or cash
            flows.
 
 4.
                GOING
                    CONCERN 
 The
            Company's financial statements are prepared using generally accepted
            accounting
            principles in the United States of America applicable to a going concern,
            which
            contemplates the realization of assets and liquidation of liabilities
            in the
            normal course of business. The Company has not yet established an ongoing
            source
            of revenues sufficient to cover its operating costs and allow it to continue
            as
            a going concern. The ability of the Company to continue as a going concern
            is
            dependent on the Company obtaining adequate capital to fund operating
            losses
            until it becomes profitable. If the Company is unable to obtain adequate
            capital, it could be forced to cease operations.
  In
            order
            to continue as a going concern, the Company will need, among other things,
            additional capital resources. Management's plans to obtain such resources
            for
            the Company include (1) obtaining capital from management and significant
            shareholders sufficient to meet its minimal operating expenses, and (2)
            seeking
            out and completing a merger with an existing operating company. However,
            management cannot provide any assurances that the Company will be successful
            in
            accomplishing any of its plans.
 
 The
            ability of the Company to continue as a going concern is dependent upon
            its
            ability to successfully accomplish the plans described in the preceding
            paragraph and eventually secure other sources of financing and attain
            profitable
            operations. The accompanying financial statements do not include any
            adjustments
            that might be necessary if the Company is unable to continue as a going
            concern.


F-7
 Table
          of Contents




**Item2.     Plan
      of
      Operation**





**Forward-Looking
      Statements**





Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We
      intend
      such forward-looking statements to be covered by the safe-harbor provisions
      for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking
      statements are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. Our
      ability to predict results or the actual effect of future plans or strategies
      is
      inherently uncertain. Factors which could have a material adverse affect on
      our
      operations and future prospects on a consolidated basis include, but are not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.





**Overview**





We
      are an
      exploration stage company that intends to engage in the exploration of mineral
      properties. We have acquired an option to purchase an interest in mineral claims
      that we refer to as the Vulture mineral claims. Exploration of these mineral
      claims is required before a final determination as to their viability can be
      made. Our option on this property is currently unexercised. In the event that
      we
      do not exercise our option, we will have no interest in the Vulture mineral
      claims and will not be entitled to receive back any monies spent to maintain
      the
      option.





Our
      plan
      of operations is to carry out exploration work on these claims in order to
      ascertain whether they possess commercially exploitable quantities of copper,
      lead, zinc, gold, and other metallic minerals. We will not be able to determine
      whether or not the Vulture mineral claims contain a commercially exploitable
      mineral deposit, or reserve, until appropriate exploratory work is done and
      an
      economic evaluation based on that work indicates economic viability.




4
 Table
          of Contents


Phase
      I
      of our exploration program will begin in the third quarter of 2007 and cost
      approximately $78,000. Once we receive the results of our Phase I exploration,
      our board of directors in consultation with our consulting geologist will assess
      whether to proceed with further exploration. Phase II of our exploration program
      will cost approximately $228,000. The existence of commercially exploitable
      mineral deposits in the Vulture mineral claims is unknown at the present time
      and we will not be able to ascertain such information until we receive and
      evaluate the results of our exploration program.





**Our
      Option Agreement**





Mr.
      Locke
      B. Goldsmith staked and recorded his ownership in the Vulture mineral claims
      under the mineral claim staking and recording procedures in place at that time
      in the Province of British Columbia. Under that system, a prospector in the
      field drove large wooden claim stakes into the ground outlining the boundaries
      of his mineral claim and subsequently recorded a description of the claim and
      the location of the claim stakes at the nearest Provincial Mining Recorder’s
      Office. A party is able to stake and record an interest in particular mineral
      claim if no other party has an interest in the said claim that is in good
      standing and on record at the Provincial Mining Recorder’s Office. There is no
      formal agreement between Mr. Goldsmith and the Province of British Columbia.





Mr.
      Goldsmith’s interest in the Vulture mineral claims will continue into perpetuity
      provided that the mineral claims remain in good standing by paying the
      applicable fee which is based upon whether exploration work takes place. If
      exploration work take places and expenditures are made for this purpose in
      an
      amount stipulated by the government, the claims can be maintained in good
      standing by simply remitting a filing fee to the Province of British Columbia
      that currently does not exceed $115. If no exploration work takes place, the
      claims can be kept in good standing by remitting to the Province of British
      Columbia the stipulated amount that otherwise was required to be expended for
      exploration work together with the payment of a filing fee or payment that
      currently does not exceed $115.





In
      order
      to extend the expiry dates of a mineral claim, the British Columbia government
      requires either (1) completion of exploration work on the mineral claims valued
      at an amount stipulated by the government and the payment of a filing fee;
      or
      (2) payment to the Province of British Columbia in lieu of completing
      exploration work to maintain the mineral claims. When exploration work valued
      at
      an amount stipulated by the government is completed and a filing fee is remitted
      to the Province of British Columbia, the expiry dates of the mineral claims
      can
      be extended for a maximum of 10 additional years at a time. In the event that
      no
      exploration work is completed and a filing fee is paid to the Province of
      British Columbia in lieu of completing exploration work, the expiry dates of
      the
      mineral claims can be extended for a maximum of only 1 additional year.





Under
      the
      terms of the Mining Option Agreement between Cody Resources, Inc. and Mr.
      Goldsmith, we acquired an option to purchase a 100% interest in the Vulture
      mineral claims. Under that Agreement, we paid Mr. Goldsmith an initial sum
      of
      $10 to acquire the option and are required to pay $25,000 due prior to December
      31, 2007, an additional $50,000 prior to December 31, 2008, and an additional
      $75,000 due prior to December 31, 2009. In addition, we




5
 Table
          of Contents




must
      incur $5,000 in exploration expenditures prior to December 31, 2006 (though
      these exploration expenses may be and have been deferred due to weather
      conditions), $50,000 prior to December 31, 2007, and $100,000 prior to December
      31, 2008. Under the terms of the Mining Option Agreement, we will exercise
      our
      option by making the above payments and incurring the above exploration
      expenses. We also agree to incur $150,000 in exploration expenditures on or
      before October 31 of each year subsequent to 2008.





We
      will
      either satisfy the payment terms of the Mining Option Agreement in the time
      frame provided thereby resulting in us exercising this option or we will fail
      to
      satisfy the payment terms and be in default of the Mining Option Agreement.
      The
      optionor can terminate the Mining Option Agreement if we fail to cure any
      default within 45 days after the receipt of notice of default. Our option will
      expire if we are in default of the Mining Option Agreement and fail to cure
      any
      default within 45 days after the receipt of notice of default.





We
      selected Vulture mineral properties based upon an independent geological report,
      which was commissioned from Marvin A. Mitchell, a Consulting Geologist. Mr.
      Mitchell recommended a two-phase exploration program on these claims that will
      cost us approximately $306,000. Because of weather constraints in the area
      of
      the Vulture Mineral Claims, we plan to begin Phase I of our exploration program
      in the third quarter of 2007.




**Description
      and Location of the Vulture mineral claims**





The
      Vulture mineral claims consist of the following claims located in the Slocan
      Mining Division of British Columbia:





*Tenure#*
            *Claim
                Name*
            *Owner*
            *Lot
                Number*
            *Expiry*
            *#
                of Units*256946
            Vulture
            Goldsmith
            4482
            Sept
                26, 2013
            1256329
            Vulture
                Fr.
            Goldsmith
            4483
            Nov.
                16, 2012
            1256330
            Vult
            Goldsmith
            3672
            Sept
                26, 2013
            1255924
            Empire
                No. 5
            Goldsmith
            1580
            Sept
                26, 2013
            1





The
      Province of British Columbia owns the land covered by the Vulture mineral
      claims. Currently, we are not aware of any native land claims that might affect
      the title to the mineral claims or to British Columbia’s title of the property.
      Although we are unaware of any situation that would threaten these claims,
      it is
      possible that a native land claim could be made in the future. The federal
      and
      provincial government policy at this time is to consult with all potentially
      affected native bands and other stakeholders in the area of any potential
      commercial production. If we should encounter a situation where a native person
      or group claims and interest in these claims, we may choose to provide
      compensation to the affected party in order to continue with our exploration
      work, or if such an option is not available, we may have to relinquish any
      interest that we hold in these claims.




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Prior
      to
      the expiry dates listed above, we plan to file for an extension of the Vulture
      mineral claims if we have exercised our option to purchase the claims from
      Mr.
      Goldsmith. In order to extend the expiry dates of a mineral claim, the
      government requires either (1) completion of exploration work on the mineral
      claims valued at an amount stipulated by the government and the payment of
      a
      filing fee; or (2) payment to the Province of British Columbia in lieu of
      completing exploration work to maintain the mineral claims.





Currently,
      an exploration work value of approximately $1.30 per acre is required during
      each of the first three years after a claim is acquired and an exploration
      work
      value of approximately $2.60 per acre is required in subsequent years. This
      stipulated amount of expenditures toward exploration work is set by the Province
      of British Columbia and can be altered in their sole discretion. Mr. Locke
      B.
      Goldsmith originally staked and recorded his ownership in the Vulture mineral
      claims. Exploration expenditures since then have extended the expiry date of
      the
      claims through 2012 and 2013 as noted above. Accordingly, exploration
      expenditures on the Vulture mineral claims must be completed and filed with
      the
      Province in the amount of approximately $2.60 per acre by November 16, 2012
      or
      September 26, 2013, depending on the claim, or this amount must be paid to
      the
      Province of British Columbia by the respective date. A maximum of ten years
      of
      work credit may be filed on a claim at a time.





The
      exploration fees we anticipate incurring over the coming twelve months will
      result in an extension of the expiry dates of the mineral claims for the maximum
      of ten years provided that a report and filing fee not exceeding $115 is
      remitted to the Province of British Columbia. In the event that no exploration
      work is completed and a filing fee is paid to the Province of British Columbia
      in lieu of completing exploration work, the expiry dates of the mineral claims
      can be extended only on an annual basis into perpetuity for a maximum of only
      one additional year. If the required exploration work expenditure is not
      completed and filed with the Province in any year or if a payment is not made
      to
      the Province of British Columbia in lieu of the required work within this year,
      the mineral claims will lapse and title with revert to the Province of British
      Columbia.





**Geological
      Exploration Program in General**





We
      have
      obtained an independent Geological Report and have acquired an option to
      purchase the Vulture mineral claims. Marvin A. Mitchell, Consulting Geologist,
      has prepared this Geological Report and reviewed all available exploration
      data
      completed on these mineral claims.





Marvin
      A.
      Mitchell is a geologist with offices at 203 - 2825 Spruce Street, Vancouver,
      B.C. V6H 2R4. He has a B.Sc. degree in Geological Engineering (mining option)
      earned at Montana College of Mineral Science and Technology in 1968, and is
      a
      member in good standing of the Association of Professional Engineers and
      Geoscientists of British Columbia since 1972. Mr. Mitchell has engaged in
      mineral exploration since 1975, both for major mining and exploration companies
      and as an independent geologist.





In
      his
      Geological Report, Mr. Mitchell prepared a summary of the exploration program
      as
      follows:





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A
      lode
      which has been mined in the first 60 meters of the Vulture upper adit terminates
      at a fault and granite dyke. Movement on the fault appears to be left- lateral
      with the south side downdropped. A soil geochemical anomaly at 1+00N 1+50E
      may
      be derived from the subcrop of the offset northern portion of the
      mineralization.





A
      program
      of soil geochemistry, geological mapping, hand and dozer trenching, followed
      by
      diamond drilling if warranted is recommended in two phases at an estimated
      cost
      of $306,000.




We
      have
      not yet commenced the fieldwork phase of our initial exploration program.
      Exploration is currently in the planning stages. Our exploration program is
      exploratory in nature and there is no assurance that mineral reserves will
      be
      found. The details of the Geological Report are provided below.





**Vulture
      Mineral Claims Geological Report, Dated June 9, 2006**





A
      primary
      purpose of the geological report is to review information, if any, from the
      previous exploration of the mineral claims and to recommend exploration
      procedures to establish the feasibility of commercial production project on
      the
      mineral claims. The summary report lists results of the history of the
      exploration of the mineral claims, the regional and local geology of the mineral
      claims and the mineralization and the geological formations identified as a
      result of the prior exploration. The summary report also gave conclusions
      regarding potential mineralization of the mineral claims and recommended a
      further geological exploration program.





**Exploration
      History of the Vulture Mineral Claims**





The
      history of the exploration of the mineral claims is summarized in the report
      that was prepared by our geological consultant, Marvin A. Mitchell. The
      following summary of the exploration history of the mineral claims is based
      on
      our consultant’s description.





Most
      underground work was completed on the Vulture claim before 1900 (Min of Mines
      1952). An exploration crosscut to the northwest at approximately 65 meters
      from
      the portal appears to have been driven at a later time. Stopes extend for 60
      meters from the portal. A report at the Mining Department of the University
      of
      British Columbia indicates that 585 Short Tons, containing 89.4 oz/ton Ag,
      69.5%
      Pb and 14.4% Zn. were mined during the earlier period.





A
      map
      notation (Lakes 1942) shows 583 tons grading 09 oz/ton Ag and 70% Pb which
      corroborates the University reference.





No
      production records are available for the Empire #5 claim. An adit near 0+25S,
      2+25E is the only evidence of mining activity, which was observed.





**Exploration
      Potential**





Interpretation
      of structural geology and soil geochemistry indicate that silver-lead
      mineralization is concealed beneath shallow overburden approximately 60 meters
      east of the Vulture adit.





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**Recommendations
      from Our Consulting Geologist**





Our
      consulting geologist recommended the following specific actions:





Soil
      geochemistry and geological mapping should be completed over the entire claim
      group, with detailed sampling in the vicinity of 1+00N 1+50E. Hand trenching
      should be commenced around the anomalous values at 1+00N 1+50E.





Excavator
      trenching may be necessary to supplement hand trenching of anomalies and to
      prepare roads. Loose soil from the portal of the lower Vulture adit should
      be
      removed with an excavator and the workings mapped and sampled.





A
      budget
      for diamond drilling should be available to allow testing for the offset portion
      of the Vulture mineralization, and to sample any new zones that may be located
      from soil geochemistry and mapping.





**Exploration
      Budget**





**Phase
                I**
            **Exploration
                Expenditure**Trenching,
                hand & excavator
            $
            25,000Geochemical
                sampling
            $
            8,000Geochemical
                mapping,
            $
            10,000Supervision
            $
            8,000Analyses
            $
            6,000Vehicles,
                Fuel
            $
            4,000Room
                & Board
            $
            4,000Report
            $
            6,000$
            71,000Contingencies
                @10%
            $
            7,000**Phase
                I Total**
            **$**
            **78,000****Phase
                II******Diamond
                drilling continued, allow 1500 m @ $100/m
            $
            150,000**Peripheral
                Services**
            $
            40,000$
            190,000****Contingencies
                @20%
            $
            38,000**Phase
                II Total**
            **$**
            **228,000****Total,
                Phases I and II**
            **$**
            **306,000**




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While
      we
      have not commenced the fieldwork phase of our initial exploration program,
      we
      intend to proceed with the initial exploratory work as recommended. Due to
      weather constraints in the area of the Vulture mineral claims, Phase I will
      begin in the third quarter of 2007. Upon our review of the results, we will
      assess whether the results are sufficiently positive to warrant additional
      phases of the exploration program. We will make this decision to proceed with
      further programs based upon our consulting geologist’s review of the results and
      recommendations. In order to complete Phase I and any additional phases, we
      will
      need to raise additional capital. We plan to raise additional capital in the
      amount of $125,000 to $150,000 during the second and third quarters of 2007
      by
      seeking additional funds from existing investors or by offering equity
      securities to new investors.





**Plan
      of Operation**





Our
      business plan is to proceed with the exploration of the Vulture mineral claims
      to determine whether there are commercially exploitable reserves of copper,
      lead, zinc, gold, and other metallic minerals. We have entered into a Mining
      Option Agreement regarding the Vulture mineral claims and intend to proceed
      with
      the initial exploration program as recommended by our consulting geologist.
      Phase I of the recommended geological exploration program will cost
      approximately $78,000. We had $10,563 in working capital as of February 28,
      2007. Accordingly, we are able to begin but not complete the initial stages
      of
      our Phase I mineral exploration program without additional financing. We plan
      to
      raise additional capital in the amount of $125,000 to $150,000 during the second
      and third quarters of 2007 by seeking additional funds from existing investors
      or by offering equity securities to new investors. This additional capital
      will
      allow us to complete Phase I activities and perhaps begin Phase II activities
      as
      well, should we determine with our consulting geologist that Phase II is
      advisable. These funds will also allow us to pay the $25,000 installment under
      our Option Agreement with Mr. Goldsmith by December 31, 2007.





A
      report
      of our consulting geologist regarding findings from Phase I is expected within
      six months of the commencement of Phase I explorations. Once we receive the
      analysis of our Phase I exploration program, our board of directors, in
      consultation with our consulting geologist will assess whether to proceed with
      Phase II of our mineral exploration program. In making this determination to
      proceed with a further exploration program, we will make an assessment as to
      whether the results of the Phase I exploration program are sufficiently positive
      to enable us to proceed. This assessment will include an evaluation of our
      cash
      reserves after the completion of the initial exploration, the price of minerals,
      and the market for the financing of mineral exploration projects at the time
      of
      our assessment.





In
      the
      event the results of our initial exploration program prove not to be
      sufficiently positive to proceed with further exploration on the Vulture mineral
      claims, we intend to seek out and acquire interests in North American mineral
      exploration properties, which, in the opinion of our consulting geologist,
      offer
      attractive mineral exploration opportunities. If we are unable locate and
      acquire such a prospect, we may be forced to seek other business opportunities.
      Presently, we have not given any consideration to the acquisition of other
      exploration properties because we have only recently commenced our initial
      exploration program and have not received any results.





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In
      the
      event our Phase II mineral exploration program is undertaken, it would likely
      result in significantly more geological data than Phase I because much of the
      infrastructure constructed in Phase I will still be available during Phase
      II
      exploration. Phase II will allow for 1500 meters of diamond
      drilling.





In
      the
      event our board of directors, in consultation with our consulting geologist,
      chooses to complete the Phase I and Phase II mineral exploration programs,
      we
      will require additional financing. The objective of the Phase I work is to
      identify areas that have a strong likelihood of hosting mineral deposits that
      can be explored using diamond drilling methods, and obtain core samples for
      geochemical analysis. The objective of Phase II work is to commence diamond
      drilling in areas identified in Phase I to obtain core samples for geochemical
      analysis.




Upon
      the
      completion of the first two exploration phases, or any additional programs,
      which are successful in identifying mineral deposits, we will have to spend
      substantial funds on further drilling and engineering studies before we know
      that we have a mineral reserve. A mineral reserve is a commercially viable
      mineral deposit.





During
      this exploration stage Mr. Sampson, our President, will only be devoting
      approximately five to ten hours per week of his time to our business. We do
      not
      foresee this limited involvement as negatively impacting our company over the
      next twelve months as all exploratory work is expected to be performed by
      outside consultants. If, however, the demands of our business require more
      business time of Mr. Sampson such as raising additional capital or addressing
      unforeseen issues with regard to our exploration efforts, he is prepared to
      devote more time to our business. However, he may not be able to devote
      sufficient time to the management of our business, as and when
      needed.





We
      anticipate raising additional capital to finance our operations in the form
      of
      additional investment funds from existing shareholders or equity financing
      from
      the sale of our common stock. However, we cannot provide investors with any
      assurance that we will be able to raise sufficient funding from the sale of
      our
      common stock to completely fund currently planned and future phases of the
      exploration program, should we decide to proceed. We believe that debt financing
      will not be an alternative for funding any phases in our exploration program.
      The risky nature of this enterprise and lack of tangible assets places debt
      financing beyond the credit-worthiness required by most banks or typical
      investors of corporate debt until such time as an economically viable mine
      can
      be demonstrated.





**Review
      of Expenses for the Next Twelve Months**





Our
      total
      expenditures over the next twelve months are anticipated to be approximately
      $75,000 as we undertake Phase I exploration. Specifically, we will incur $50,000
      in connection with the commencement of Phase I of our recommended geological
      work program, as follows:





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Trenching,
                hand & excavator
            $
            10,000Geochemical
                sampling
            $
            8,000Geochemical
                mapping
            $
            10,000Supervision
            $
            8,000Anaylses
            $
            6,000Vehicles,
                Fuel
            $
            4,000Room
                & Board
            $
            4,000





We
      will
      also expend $25,000 in connection with the Option Agreement and monies due
      to
      Mr. Locke B. Goldsmith prior to December 31, 2007. We had working capital in
      the
      amount of $10,563 as of February 28, 2007. This money along with our plan to
      raise equity financing in the amount of $100,000 to $150,000 should be enough
      to
      cover the $75,000 in expenditures in the next twelve months. Any remaining
      monies will be carried forward to complete Phase I and begin Phase II.





We
      do not
      have plans to purchase any significant equipment or change the number of our
      employees during the next twelve months.





**Results
      of Operations for the three months ended February 28, 2007**





We
      did
      not earn any revenues from inception through the period ending February 28,
      2007. We do not anticipate earning revenues until such time that we exercise
      our
      option entered into commercial production of the Vulture mineral properties.
      We
      are presently in the exploration stage of our business and we can provide no
      assurance that we will discover commercially exploitable levels of mineral
      resources on the Vulture mineral properties, or if such resources are
      discovered, that we will enter into commercial production.





We
      incurred operating expenses in the amount of $27,625 for the three months ended
      February 28, 2007 and $29,063 from our inception on July 20, 2006 to February
      28, 2007. The operating expenses for the three months ended February 28, 2007
      included professional fees in connection with our corporate organization, in
      the
      amount of $12,500, and office, accounting, and administration expenses in the
      amount of $15,125. The operating expenses for the period from our inception
      on
      July 20, 2006 to February 28, 2007 included professional fees in connection
      with
      our corporate organization, in the amount of $12,861, and office, accounting,
      and administration expenses in the amount of $16,202. The professional fees
      consisted of legal fees and accounting fees. We anticipate our operating
      expenses will increase as we undertake our plan of operations. The increase
      will
      be attributable to undertaking the additional phases of our geological
      exploration program and the professional fees associated with our becoming
      a
      reporting company under the Securities Exchange Act of 1934.




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Liquidity
      and Capital
      Resources


We
      had
      cash of $10,563 as our only current asset as of February 28, 2007. We had
      current liabilities of $0 as of February 28, 2007. We therefore had working
      capital of $10,563 as of February 28, 2007.





We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue exploration activities. For these reasons our auditors stated in their
      report that they have substantial doubt we will be able to continue as a going
      concern.





**Off
      Balance Sheet Arrangements**





As
      of
      February 28, 2007, there were no off balance sheet arrangements.





**Going
      Concern**




Our
      financial statements are prepared using generally accepted accounting principles
      in the United States of America applicable to a going concern, which
      contemplates the realization of assets and liquidation of liabilities in the
      normal course of business. We have not yet established an ongoing source of
      revenues sufficient to cover our operating costs and allow us to continue as
      a
      going concern. The ability of us to continue as a going concern is dependent
      on
      us obtaining adequate capital to fund operating losses until we become
      profitable. If we are unable to obtain adequate capital, we could be forced
      to
      cease operations.





In
      order
      to continue as a going concern, we will need, among other things, additional
      capital resources. Management's plans to obtain such resources for us include
      (1) obtaining capital from management and significant shareholders sufficient
      to
      meet its minimal operating expenses, and (2) seeking out and completing a merger
      with an existing operating company. However, management cannot provide any
      assurances that we will be successful in accomplishing any of our
      plans.





Our
      ability to continue as a going concern is dependent upon its ability to
      successfully accomplish the plans described in the preceding paragraph and
      eventually secure other sources of financing and attain profitable operations.
      The accompanying financial statements do not include any adjustments that might
      be necessary if we are unable to continue as a going concern.





**Critical
      Accounting Policies**





In
      December 2001, the SEC requested that all registrants list their most “critical
      accounting polices” in the Management Discussion and Analysis. The SEC indicated
      that a “critical accounting policy” is one which is both important to the
      portrayal of a company’s financial condition and results, and requires
      management’s most difficult, subjective or complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain. We believe that the following accounting policies fit this
      definition.





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***Research
      and Development Costs***





We
      account for research and development costs in accordance with the Statement
      of
      Financial Standards No. 2 “Accounting for Research and Development Costs”, which
      requires that all research and development costs must be charged to expense
      as
      incurred. Accordingly, internal research and development costs are expenses
      as
      incurred. Third party research and development costs are expenses when the
      contracted work has been performed or as milestone results have been achieved.
      Company-sponsored research and development costs related to both present and
      future products are expensed in the period incurred. We have incurred no
      expenses on research and development to date.





***Mineral
      Property Payments and Exploration Costs***





We
      expense all costs related to the acquisition, maintenance and exploration of
      mineral claims in which it has secured exploration rights prior to the
      establishment of proven and probable reserves. To date, we have not established
      the commercial feasibility of its exploration prospects; therefore, all costs
      are to be expensed.




**Recently
      Issued Accounting Pronouncements**





*Statement
      No. 150*  *Accounting
      for Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity (Issued 5/03).* This
      Statement establishes standards for how an issuer classifies and measures
      certain financial instruments with characteristics of both liabilities and
      equity.





*Statement
      No. 151*  *Inventory
      Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04).* This
      statement amends the guidance in ARB No. 43, Chapter 4, *Inventory
      Pricing* ,
      to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
      4, previously stated that “...under some circumstances, items such as idle
      facility expense, excessive spoilage, double freight and re-handling costs
      may
      be so abnormal ass to require treatment as current period charges....” This
      Statement requires that those items be recognized as current-period charges
      regardless of whether they meet the criterion of “so abnormal.” In addition,
      this Statement requires that allocation of fixed production overheads to the
      costs of conversion be based on the normal capacity of the production
      facilities.




*Statement
      No. 152*  *Accounting
      for Real Estate Time-Sharing Transactions (an amendment of FASB Statements
      No.
      66 and 67).* This
      Statement amends FASB Statement No. 66, *Accounting
      for Sales of Real Estate* ,
      to
      reference the financial accounting and reporting guidance for real estate
      time-sharing transactions that is provided in AICPA Statement of Position (SOP)
      04-2, *Accounting
      for Real Estate Time-Sharing Transactions* .





This
      Statement also amends FASB Statement No. 67, Accounting *for
      Costs and Initial Rental Operations of Real Estate Projects* ,
      states
      that the guidance for (a) incidental operations and (b) costs incurred to sell
      real estate projects does not apply to real estate time-sharing transactions.
      The accounting for those operations and costs is subject to the guidance in
      SOP
      04-2.





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*Statement
      No. 153*  *Exchanges
      of Non-monetary Assets (an amendment of APB Opinion No. 29).* The
      guidance in APB Opinion No. 29, *Accounting
      for Non-monetary Transactions* ,
      is
      based on the principle that exchanges of non-monetary assets should be measured
      based on the fair value of the assets exchanged. The guidance in that Opinion,
      however, includes certain exceptions to the principle. This Statement amends
      Opinion 29 to eliminate the exception for non-monetary exchanges of similar
      productive assts and replaces it with a general exception for exchanges of
      non-monetary assets that do not have commercial substance. A non-monetary
      exchange has commercial substance if the future cash flows of the entity are
      expected to change significantly as a result of the exchange.





*Statement
      No. 154 - Accounting Changes and Error Corrections (a replacement of APB Opinion
      No. 20 and FASB Statement No. 3).* This
      Statement replaces APB Opinion No. 20, *Accounting
      Changes,* and FASB
      Statement No. 3, *Reporting
      Accounting Changes in Interim Financial Statements,* and
      changes the requirements for the accounting for and reporting of a change in
      accounting principle. This Statement applies to all voluntary changes in
      accounting principle. It also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not include
      specific transition provisions. When a pronouncement includes specific
      transition provisions, those provisions should be followed.





The
      adoption of these new Statements is not expected to have a material effect
      on
      our current financial position, results or operations, or cash
      flows.




**Item3.     Controls
      and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of February 28, 2007. This evaluation was carried
      out under the supervision and with the participation of our Chief Executive
      Officer and our Chief Financial Officer, Mr. Donald L. Sampson. Based upon
      that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that, as of February 28, 2007, our disclosure controls and procedures are
      effective. There have been no changes in our internal controls over financial
      reporting during the quarter ended February 28, 2007.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.


15
 Table
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  **PART
      II - OTHER INFORMATION**





**Item1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





**Item2.     Unregistered
      Sales of Equity
      Securities and Use of Proceeds**





On
      February 2, 2007, the registration statement filed on Form SB-2 (Commission
      file
      number 333-140056) was declared effective by the SEC. This offering has
      commenced and is ongoing. This registration statement registered 390,000 shares
      of Common Stock on behalf of certain selling shareholders of the company. We
      will not receive any proceeds from this offering and have not made any
      arrangements for the sale of these securities.





**Item3.     Defaults
      upon Senior
      Securities**





None





**Item4.     Submission
      of Matters to a Vote
      of Security Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended February
      28, 2007.





**Item5.     Other
      Information**





None





**Item6.      Exhibits**





**Exhibit****Number**
            **Description
                of Exhibit**3.1
            Articles
                of Incorporation(1)3.2
            By-Laws(1)10.1
            Mining
                Option Agreement between Cody Resources, Inc. and Mr. Locke B.
                Goldsmith(1)31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002


**(1)**
            Previously
                included as an exhibit to the Registration Statement on Form SB-2
                filed on
                January 18, 2007





16
 Table
          of Contents




**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**Cody
                Resources, Inc.**Date:
            April
                16, 2007By:       /s/
                Donald L. Sampson
              Donald
                L. Sampson
              Title:****Chief
                Executive Officer, Chief Financial Officer, Principal Accounting
                Officer
                and Director