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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-KSB



|[X]   | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    
|----- | ----------------------------------------------------------------------------------------
|      | For the Year Ended March 31, 2006                                                       
|      |                                                                                         
|      | OR                                                                                      
|      |                                                                                         
|[   ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|      | For the transition period from to                                                       

Commission File Number 000-51403

LAYCOR VENTURES CORP.



|NEVADA                                                         | N/A                                 
|-------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)

1128 Quebec Street
Suite 407
Vancouver, British Columbia 
Canada V6A 4E1(Address of principal executive offices)

(604) 689-1453(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par value

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

The Registrant is a Shell company. [   ]

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Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

State issuer's revenues for its most fiscal year March 31, 2006: $-0-.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of March 31, 2006: $2,108,050.

State the number of shares outstanding of each of the issuer's classes of common equity, as of June 26, 2006: 8,011,500

We make forward-looking statements in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.



















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PART I

ITEM 1.     BUSINESS

General

We were incorporated in the State of Nevada on March 23, 2004. We are engaged in the acquisition and exploration of mining properties. We maintain our statutory registered agent's office at 3199 East Warm Springs Road, Suite 200, Las Vegas, Nevada 89120 and our business office is located at 1128 Quebec Street, Suite 407, Vancouver, British Columbia, Canada V6A 4E1. Our telephone number is (604) 689-1453. This is the home of Robert Wayne Morgan, our president. We use this space on a rent-free basis.

We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

Background

In March 2004, our president, Robert Wayne Morgan, acquired one mineral property containing one mining claim in British Columbia, Canada by paying for $1,118 to Madman Mining Co., Ltd., a non-affiliated third party. Gerard Gallissant is a staking agent employed by Madman Mining Co., Ltd. Madman Mining Co., Ltd. is located 700 West Pender Street, Suite 604, Vancouver, British Columbia, Canada V6C 1G8. Mr. Gallissant has been staking claims since 1962. His British Columbia license number is 109141.

Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by depositing posts or other visible markers to indicate a claimed area. The process of posting the area is known as staking. Mr. Robert Wayne Morgan paid Madman Mining Co., Ltd. $1,880 to stake the claims. The claim is recorded in the name of Robert Wayne Morgan to avoid paying additional fees.

Under British Columbia law title, British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbia corporation. Since we are an American corporation, we can never possess legal mining claim to the land. In order to comply with the law we would have to incorporate a British Columbia wholly owned subsidiary corporation and obtain audited financial statements. We believe those costs would be a waste of our money at this time since the legal costs of incorporating a subsidiary corporation, the accounting costs of audited financial statements for the subsidiary corporation, together with the legal and accounting costs of expanding this registration statement would cost several thousands of dollars. Accordingly, we have elected not to create the subsidiary at this time, but will do so if mineralized material is discovered on the property.

In the event that we find mineralized material and the mineralized material can be economically extracted, we will form a wholly owned British Columbia subsidiary corporation and Mr. Robert Wayne Morgan will convey title to the property to the wholly owned subsidiary corporation. Should Mr. Robert Wayne Morgan transfer title to another person and that deed is recorded before we record our documents, that other person will have superior title and we will have none. If that event occurs, we will have to cease or suspend operations. However, Mr. Robert Wayne Morgan will be liable to us for monetary damages breach of fiduciary duty.



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In the nineteenth century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The Company's property is one such acquisition. Accordingly, fee simple title to our property resides with the Crown.

The claims are mining leases issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.

The property is unencumbered, that is there are no claims, liens, charges or liabilities against the property, and there are no competitive conditions, that is the action of some unaffiliated third party, that could affect the property. Further, there is no insurance covering the property and we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements.

There are no native land claims that affect title to the property. We have no plans to try interest other companies in the property if mineralization is found. If mineralization is found, we will try to develop the property ourselves.

MAP 1





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MAP 2





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Claims

The following is a list of the tenure number, claim, date of recording and expiration date of the claim:



|Claim No. | Document Description     | Date of Recording | Date of Expiration
|--------- | ------------------------ | ----------------- | ------------------
|          |                          |                   |                   
|408850    | James Gang Mining Claim. | March 1, 2004     | March 1, 2007     

The claim measures approximately 50 acres in size.

In order to maintain this claim Robert Wayne Morgan must pay a fee of CDN$100 per year per claim. Mr. Robert Wayne Morgan can renew the claim indefinitely; the amount of the renewal will not increase for the year ending 2006. We have no idea if the fee to renew the claim will increase after 2006.  There is no grace period and if Mr. Robert Wayne Morgan misses renewing the claim, the claim will terminate.  Mr. Robert Wayne Morgan will not cause the claim to expire as a result of not renewing the claim.

The claim was selected because Mr. Robert Wayne Morgan advised us that gold has been discovered on other property nearby. No technical information was used to select our claim.

Location and Access

The claim is located 180 miles east of Vancouver, near Rock Creek within the Kettle River Valley. The claim is in the Greenwood Mining Division. The town of Rock Creek lies six miles to the south, at the junction of Highway 3 and Highway 33. Secondary gravel roads and ATV trails provide good access to most parts of the property.

Physiography

The claim lies within the Okanagan Highlands which occurs at the southern end of the physiographic division know as the Interior Plateau System. The terrain consists of gentle to moderate slopes throughout most of our claim with the exception of the immediate area of Ed James Creek where the slopes become quite steep. The claim lies on the western side of the Kettle River Valley with the elevation generally increasing from the east to the west.

Elevations vary from 2,300 feet above sea level ("a.s.l.") at the northeastern corner of the claim near Ed James Creek to 4,000 feet a.s.l. near the south-central area of the claim.  Ed James Creek, which flows through the northern edge of the claim, should provide ample water for all stages of development.

Property Geology

The claim is almost entirely underlain by the Anarchist Group of sediments and volcanics of Triassic age. This is the favorable host for mineralization in the area. Within our claim the Anarchist Group is composed of greenstone, some of which is tuffacious and some serpentinized; and an argillite/quartzite unit that is locally cherty; limestone; magnesite; and gneiss. Most of our claim is underlain by greenstone. There is also a broad body of mineralized crystalline limestone outcropping within the Crown Point claim.



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An intrusive body of granodiorite and an adjacent intrusive body of microdiorite occur on the east side of our claim. Both of these units are of the Cretaceous Valhalla Plutonic Rocks.

Tertiary age feldspar porphyries occur on the east and west sides of our claim as well as to the immediate north of the claim. To date, all are dyke-shaped and strike in northerly directions. Two northerly-striking aplite dykes of this same group occur on the east side of our claim to the immediate north of the feldspar porphyry.

The contacts between the various rock units on our claim are virtually in every direction.

The majority of our claim is covered by glacial debris and bedrock exposure is less than 10%.

Mineralization

There are two mineralized zones within the property. The Maybe Showing adjoins the Crown Point Crown Grant to the north and the Leona Showing which is located immediately to the south of the Crown Point claim. Both the Maybe and the Leona showings appear to be the northern and southern extensions of the mineralization that occurs within the Crown Point claim.

At the Maybe Showing, a 0.5 to 3 foot wide quartz vein occurs within a shear zone that is on average 15 feet wide. The vein/shear zone strike at 022o (north-northeasterly) and the dip varies between 35o and 45o southeasterly. The vein has been traced intermittently for 250 feet. The intervals between the vein exposures are covered by overburden.

The vein is exposed by approximately 265 linear feet of underground development completed in nine shafts and an adit. At least 12 trenches have also been excavated along the trace of the vein.

At the Leona Showing, two mineralized quartz veins of variable width are hosted in a shear zone. The veins strike 090o to 135o and dip 45 to 80 degrees southeast. The veins are exposed in three shafts, one adit and several trenches. To date the veins have been traced for 220 feet.

In shaft one, located immediately south of the Crown Point claim boundary one of the veins is two to three feet wide. A shear zone within the greenstone host the vein.

There is no recorded of production from the Leona Showing.

Soil geochemical sampling programs were carried out over portions of our claim in 1981, 1982 and 1987-8. The survey coverage included the Maybe and Leona showings as well as the majority of the northern half of our claim.

The geochemical soil sampling surveys also identified three additional multi-element anomalies of the same magnitude/amplitude of those anomalies that directly correlate with the know mineralized veins at the Maybe and Leona showings.

One of the additional anomalies indicates that the mineralized quartz veins at the Leona Showing continue for at least 300 feet to the south. The second additional anomaly is 500 feet long. It is located 400 feet to the west of, and runs parallel to, the Leona veins.



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The third additional anomaly is 400 feet long and 110 feet wide and runs parallel to and slightly north of the mineralization at the Maybe Showing.

All of the above described soil anomalies are enveloped within a broad, silver, arsenic, lead and zinc anomaly that is approximately 3,500 x 1,200 feet in area. This anomaly remains open to the southeast.

History of Previous Work

The property is located within the Boundary Mining District of south-central British Columbia.  There is physical evidence of previous work on the property consisting of mine shafts and adits.  There is no public record of an exploration work on the property since 1987. In addition, there is no record of any drilling ever being carried out on our claim.

Our Proposed Exploration Program

We are prospecting for gold. Our target is mineralized material. Our success depends upon finding mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment. We anticipate being able to delineate a mineralized body, if one exists, within nine months of beginning exploration.

In addition, we may not have enough money to complete our exploration of the property. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to suspend or cease operations.

We must conduct exploration to determine what amount of minerals, if any, exist on the property and if any minerals which are found can be economically extracted and profitably processed.

To our knowledge, the property has never been mined. The only event that has occurred is the staking of the property by Gerard Gallisant, a physical examination of the property and one day of prospecting. The cost of staking the claims was included in the $1,880, we paid to Madman Mining Co. Ltd. Before gold retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.

We do not know if we will find mineralized material.

Our exploration program is designed to economically explore and evaluate the property.

We do not claim to have any minerals or reserves whatsoever at this time on any of the property.



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We may decide to interest other companies in the property if we find mineralized materials.

If we are unable to complete exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything else.

We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we have access to a piece of raw land and we intend to look for mineralized material. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.

We do not have any plan to make our company to revenue generation. That is because we have not found economic mineralization yet and it is impossible to project revenue generation from nothing.

Competitive Factors

The gold mining industry is fragmented. We compete with other exploration companies looking for gold. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. While we compete with other exploration companies, there is no competition for the exploration or removal or mineral from the property. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.

Regulations

Our mineral exploration program is subject to the Canadian Mineral Tenure Act Regulation. This act sets forth rules for



|* | locating claims         
|- | ------------------------
|* | posting claims          
|* | working claims          
|* | reporting work performed

We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals. We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our operations.

Environmental Law

We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:



|1. | Health and Safety   
|-- | --------------------
|2. | Archaeological Sites
|3. | Exploration Access  

We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.

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We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

We are in compliance with the act and will continue to comply with the act in the future. We believe that compliance with the act will not adversely affect our business operations in the future.

Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities.  The only "cost and effect" of compliance with environmental regulations in British Columbia is returning the surface to its previous condition upon abandonment of the property. We cannot speculate on those costs in light of our ongoing plans for exploration. In any event, we have not allocated any funds for the reclamation of the property.

Employees

We intend to use the services of subcontractors for manual labor exploration work on our properties. Mr. Robert Wayne Morgan will handle our administrative duties. Because our sole officer and director is inexperienced with exploration, he will hire qualified persons to perform the surveying, exploration, and excavating of the property. The subcontractors we hire will determine the number of persons it will employ for surveying, exploration, and excavating of the property. Further, we will hire geologists and engineers as independent contractors on an as needed basis.

Employees and Employment Agreements

At present, we have no employees, other than our sole officer and director. Our sole officer and director is a part-time employee and will devote about 10% of his time to our operation. Our sole officer and director does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole officer and director.

Risk Factors

1. Because our auditors have issued a going concern opinion, there is substantial doubt that we can continue as an ongoing business.
2. Because the probability of an individual prospect ever having reserves is extremely remote any funds spent on exploration will probably be lost.

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1. We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.
2. Because our management does not have technical training or experience in exploring for, starting, and operating an exploration program, we will have to hire qualified personnel. If we can't locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment.
3. Because the property has not been examined in the field by a professional geologist or mining engineer, the likelihood of it containing mineralized material is extremely remote and as a result it is quite likely you will lose your entire investment.
4. Weather interruptions in the province of British Columbia may affect and delay our proposed exploration operations.



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1. Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of your investment.
2. We may not have access to all of the supplies and materials we need for exploration which could cause us to delay or suspend operations.
3. Because Mr. Robert Wayne Morgan has other outside business activities and will only be devoting 10% of this time or approximately four hours per week to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration
4. Because title to the property is held in the name of another person, if he transfers the property to someone other than us, we will cease operations.
5. Because Robert Wayne Morgan is our sole officer and director, if he should resign or die, we will not have an operating officer which will result in our operations suspending or ceasing. If that should occur, you could lose your investment.



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Robert Wayne Morgan is our sole officer and director. We are entirely dependent upon him to conduct our operations. If he should resign or die there will be no one to run us. If that should occur, until we find another person to run us, our operations will be suspended or cease entirely. In that event it is possible you could lose your entire investment.

1. Because our sole officer and director owns more than 50% of the outstanding shares, he will be able to decide who will be directors and you may not be able to elect any directors.

ITEM 3.     LEGAL PROCEEDINGS

We are not presently a party to any litigation.

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

During the fourth quarter of 2006, there were no matters submitted to a vote of our shareholders.

PART II

ITEM 5.     MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our shares are traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol "LYVN."A summary of trading by quarter for the 2006 and 2005 fiscal years is as follows:

Of the 8,011,500 shares of common stock outstanding as of June 6, 2005, 5,000,000 shares were owned by Mr. Morgan and may only be resold in compliance with Rule 144 of the Securities Act of 1933.

At June 26, 2006, there were 60 shareholders of record.



|Fiscal Quarter | High Bid                          | Low Bid
|-------------- | --------------------------------- | -------
|               | Fourth Quarter 1-1-06 to 3-31-06  | $1.75  
|               | Third Quarter 10-1-05 to 12-31-05 | $1.98  
|               | Second Quarter 7-1-05 to 9-31-05  | $0     
|               | First Quarter 4-1-05 to 6-30-05   | $0     
|               |                                   |        
|               | Fourth Quarter 1-1-05 to 3-31-05  | $0     
|               | Third Quarter 10-1-04 to 12-31-04 | $0     
|               | Second Quarter 7-1-04 to 9-31-04  | $0     
|               | First Quarter 4-1-04 to 6-30-04   | $0     





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Status of our public offering

On February 11, 2005, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-116229, permitting us to offer up to 4,000,000 shares of common stock at $0.05 per share. There was no underwriter involved in our public offering.

On April 15, 2005, we completed our public offering by raising $150,575.  We sold 3,011,500 shares of our common stock at an offering price of $0.05 per share.

Since then, we have spent the proceeds of our public offering as follows:



|Consulting Services | $ | 29,250
|------------------- | - | ------
|Core Drilling       | $ | 5,400 
|Analyzing Samples   | $ | 5,350 
|Accounting          | $ | 10,631
|Legal               | $ | 12,249
|TOTAL               | $ | 66,880

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section Rule 15(g) of the Securities Exchange Act of 1934

The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.



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Securities authorized for issuance under equity compensation plans

We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.

Section 16(a)

Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d) of the Securities Exchange Act of 1934, we are not aware of any individual who failed to file a required report on a timely basis required by Section 16(a) of the Securities Exchange Act of 1934.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

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

We have completed phase 1 of our exploration program on the Rock Creek Project consisting of the James Gang mineral claim located approximately 6 miles of Rock Creek, in south central British Colombia, Canada. The program consisted of geological mapping and prospecting auger geochemical survey, rock sampling and control grid emplacement.

A total of 23 rocks, grab and narrow chip samples were collected from the old workings. 21 of the 23 rock samples analyzed returned less than anomalous values of Au, AG, Zn or Pb. Two of the samples returned anomalous or better values of Ag, Zn and Pb. So far the mineralization is restricted to narrow quartz veins ranging in horizontal distances from 12 feet to 340 feet. Other areas of the project remain untested, and as there has been mineralizing geological event(s) within the Property it is possible that there is mineralization not yet discovered in these areas.

We may attempt to interest other companies in the property given the current metal prices.

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

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

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Milestones

The following is our milestone:

1.     In the last 6 months, retain our consultant to manage the exploration of the property.

Limited Operating History; Need for Additional Capital

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

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

Results of Operations

From Inception on March 23, 2004

We retained the services of a mining engineer to supervise our plan of operation.  We have labeled his activities "consulting services" throughout this prospectus.  The mining engineer retained by us is an unrelated third party.

We are exploring one property containing one claim.

Since inception, we have used a loan from Robert Wayne Morgan, our sole officer and director to stake the property, to incorporate us and for legal and accounting expenses. Net cash provided by Mr. Morgan from inception on March 23, 2004 to December 31, 2005 was $21,740. On January 6, 2006 the loan was repaid.

Liquidity and Capital Resources

As of the date of this annual report, we have yet to generate any revenues from our business operations.

We issued 5,000,000 shares of common stock through a Section 4(2) offering in March 2004. This was accounted for as a purchase of shares of common stock.

As of March 31, 2006, our total assets were $79,783 and our total liabilities were $27,148.

We issued 3,011,500 shares of common stock through our public offering declared effective on February 11, 2005 and raised $150,575. This was accounted for as a purchase of shares of common stock.



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At March 31, 2006, we had working capital of $52,635 compared to a working capital deficit of $118,948 at March 31, 2005.

At March 31, 2006, our total assets of $79,783 consisted of cash.

At March 31, 2006, our total liabilities were $27,148.

We have no long-term debt and does not regard long-term borrowing as a good, prospective source of financing.

Recent accounting pronouncements

In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, "Accounting for Servicing of Financial Assets-an Amendment of FASB Statement No. 140." This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: a transfer of the servicer's financial assets that meets the requirements for sale accounting; a transfer of the servicer's financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities in accordance with FASB Statement No. 115; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity's fiscal year. Management believes the adoption of this statement will have no impact on the Company's financial condition or results of operations.

In February 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Standards No. 133 and 140" (hereinafter "SFAS No. 155"). This statement established the accounting for certain derivatives embedded in other instruments. It simplifies accounting for certain hybrid financial instruments by permitting fair value remeasurement for any hybrid instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133 as well as eliminating a restriction on the passive derivative instruments that a qualifying special-purpose entity ("SPE") may hold under SFAS No. 140. This statement allows a public entity to irrevocably elect to initially and subsequently measure a hybrid instrument that would be required to be separated into a host contract and derivative in its entirety at fair value (with changes in fair value recognized in earnings) so long as that instrument is not designated as a hedging instrument pursuant to the statement. SFAS No. 140 previously prohibited a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity's fiscal year. Management believes the adoption of this statement will have no impact on the Company's financial condition or results of operations.





-17-

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In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, "Accounting Changes and Error Corrections," (hereinafter "SFAS No. 154") which replaces Accounting Principles Board Opinion No. 20, "Accounting Changes", and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion No. 28". SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections. SFAS No. 154 requires that changes in accounting principle be applied retrospectively to prior period financial statements and is effective for fiscal years beginning after December 15, 2005. Management does not expect SFAS No. 154 to have a material impact on the Company's financial position, results of operations, or cash flows.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, "Exchanges of Nonmonetary Assets - an Amendment of APB Opinion No. 29", (hereinafter "SFAS No. 153"). This statement eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance, defined as transactions that are not expected to result in significant changes in the cash flows of the reporting entity. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Management believes the adoption of this statement will have no impact on the Company's financial condition or results of operations.

PART III

ITEM 7.     FINANCIAL STATEMENTS.



|                                                        | INDEX
|------------------------------------------------------- | -----
|                                                        |      
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-1  
|FINANCIAL STATEMENTS                                    |      
|Balance Sheets                                          | F-2  
|Statements of Operations                                | F-3  
|Statements of Cash Flows                                | F-4  
|Statement of Stockholders' Equity (Deficiency)          | F-5  
|NOTES TO THE FINANCIAL STATEMENTS                       | F-6  

















-18-

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Index



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Laycor Ventures Corp.

We have audited the accompanying Balance Sheets of Laycor Ventures Inc. (an Exploration Stage Company) as of March 31, 2006 and 2005 and the related Statements of Operations, Stockholders' Equity (Deficiency) and Cash Flows for each of the years then ended and for the period from inception on March 23, 2004 to March 31, 2006.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the Company's financial statements as at March 31, 2004 and for the period from March 23, 2004 (Inception) to March 31, 2004, in the statements of operations, stockholders' equity (deficiency) and cash flows, which were audited by other auditors whose report, dated April 16, 2004, which expressed an unqualified opinion, has been furnished to us. Our opinion, insofar as it relates to the amounts included for cumulative data from March 23, 2004 (inception) to March 31, 2004, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Laycor Ventures Corp. (an Exploration Stage Company) as of March 31, 2006 and 2005, and the results of its operations and its cash flows for each of the years then ended and for the period from inception on March 23, 2004 to March 31, 2006, in conformity with U.S. generally accepted accounting principles.





|                       | TELFORD SADOVNICK, P.L.L.C. 
|---------------------- | ----------------------------
|                       |                             
|                       | CERTIFIED PUBLIC ACCOUNTANTS
|                      
|                      
|Bellingham, Washington
|June 13, 2006         

F-1



-19-

---

Index

LAYCOR VENTURES CORP.

BALANCE SHEETS(Stated in U.S. Dollars)





|                                                 | MARCH 31                                                
|------------------------------------------------ | --------------------------------------------------------
|                                                 |                                                         
|                                                 |                                                         
|ASSETS                                           |                                                         
|                                                 |                                                         
|Current                                          |                                                         
|                                                 | Cash and cash equivalent                                
|                                                 |                                                         
|LIABILITIES                                      |                                                         
|                                                 |                                                         
|Current                                          |                                                         
|                                                 | Accounts payable and accrued liabilities                
|                                                 | Due to shareholder                                      
|                                                 |                                                         
|                                                 |                                                         
|STOCKHOLDERS' EQUITY                             |                                                         
|                                                 |                                                         
|Stock Capital                                    |                                                         
|                                                 | Authorized:                                             
|                                                 | 100,000,000 voting common shares with a par value of    
|                                                 | $0.001 per share                                        
|                                                 | 100,000,000 non-voting preferred shares with a par value
|                                                 | of $0.001 per share                                     
|                                                 |                                                         
|                                                 | Issued:                                                 
|                                                 | 8,011,500 common shares at March 31, 2006               
|                                                 | 5,000,000 common shares at March 31, 2005               
|                                                 |                                                         
|                                                 | Additional paid-in capital                              
|                                                 |                                                         
|                                                 | Subscriptions received                                  
|                                                 |                                                         
|Deficit Accumulated During The Exploration Stage |                                                         
|                                                 |                                                         
|                                                 |                                                         
|                                                 | $                                                       
|                                                 |                                                         



The accompanying notes are an integral part of the financial statements.
F-2

-20-

---

Index

LAYCOR VENTURES CORP.

STATEMENTS OF OPERATIONS(Stated in U.S. Dollars)





|                                  |                                              |           | CUMULATIVE 
|--------------------------------- | -------------------------------------------- | --------- | -----------
|                                  |                                              |           | PERIOD FROM
|                                  |                                              |           | INCEPTION  
|                                  |                                              | MARCH 23 
|                                  | YEARS ENDED                                  | 2004 TO  
|                                  | MARCH 31                                     | MARCH 31 
|                                  | 2006                                         | 2005      | 2006       
|                                  |                                              |           |            
|Revenue                           | $                                            | -         | $          
|                                  |                                              |           |            
|Expenses                          |                                              |           |            
|                                  | Automobile expenses                          |           | -          
|                                  | Consulting                                   |           | 3,000      
|                                  | Filing fees                                  |           | 3,370      
|                                  | General and administrative                   |           | 534        
|                                  | Interest and bank charges                    |           | 116        
|                                  | Mineral property acquisition and exploration |           | 40,000     
|                                  | Office expenses                              |           | 37         
|                                  | Professional fees                            |           | 18,991     
|                                  | Promotion and entertainment                  |           | 877        
|                                  | Travel                                       |           | 1,559      
|                                  |                                              |           |            
|                                  |                                              | 68,484    |            
|Other Income                      |                                              | (2,071)   |            
|                                  |                                              |           |            
|Net Loss For The Period           | $                                            | 66,413    | $          
|                                  |                                              |           |            
|                                  |                                              |           |            
|Basic And Diluted Loss Per Share  | $                                            | (0.01)    | $          
|                                  |                                              |           |            
|                                  |                                              |           |            
|Weighted Average Number Of Common |                                              |           |            
|Shares Outstanding                |                                              | 7,396,919 |            





The accompanying notes are an integral part of the financial statements.
F-3



-21-

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Index

LAYCOR VENTURES CORP.

STATEMENTS OF CASH FLOWS(Stated in U.S. Dollars)





|                                              |                                           |          | CUMULATIVE 
|--------------------------------------------- | ----------------------------------------- | -------- | -----------
|                                              |                                           |          | PERIOD FROM
|                                              |                                           |          | INCEPTION  
|                                              |                                           |          | MARCH 23   
|                                              | YEARS ENDED                               | 2004 TO 
|                                              | MARCH 31                                  | MARCH 31
|                                              | 2006                                      | 2005     | 2006       
|                                              |                                           |          |            
|Cash Flows From Operating Activities          |                                           |          |            
|                                              | Net loss for the period                   | $        | (66,413)   
|                                              |                                           |          |            
|                                              | Changes in non-cash working capital item: |          |            
|                                              | Change in accounts payable and            |          |            
|                                              | accrued liabilities                       |          | 22,973     
|                                              |                                           | (43,440) |            
|                                              |                                           |          |            
|Cash Flows From Financing Activities          |                                           |          |            
|                                              | Share subscriptions received              |          | (150,475)  
|                                              | Issue of capital stock for cash           |          | 150,575    
|                                              | (Decrease) increase in due to shareholder |          | (20,097)   
|                                              |                                           | (19,997) |            
|                                              |                                           |          |            
|Increase (Decrease) In Cash And Cash          |                                           |          |            
|Equivalent For The Period                     |                                           | (63,437) |            
|                                              |                                           |          |            
|Cash And Cash Equivalent, Beginning Of Period |                                           | 143,220  |            
|                                              |                                           |          |            
|Cash And Cash Equivalent, End Of Period       | $                                         | 79,783   | $          







The accompanying notes are an integral part of the financial statements.
F-4



-22-

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Index

LAYCOR VENTURES CORP.

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

FROM THE PERIOD FROM INCEPTION, MARCH 23, 2004, TO MARCH 31, 2006(Stated in U.S. Dollars)





|                        | COMMON STOCK | DEFICIT |           
|----------------------- | ------------ | ------- | ----------
|                        | NUMBER       |         |           
|                        | OF           |         | ADDITIONAL
|                        | COMMON       | PAR     | PAID-IN   
|                        | SHARES       | VALUE   | CAPITAL   
|                        |              |         |           
|                        |              |         |           
|Beginning balance,      |              |         |           
|March 23, 2004          | -            | $       | -         
|                        |              |         |           
|Shares issued for cash  |              |         |           
|at $0.001               | 5,000,000    |         | 5,000     
|Net loss for the period | -            |         | -         
|                        |              |         |           
|Balance, March 31, 2004 | 5,000,000    |         | 5,000     
|                        |              |         |           
|Share subscriptions     |              |         |           
|received                | -            |         | -         
|Net loss for the year   | -            |         | -         
|                        |              |         |           
|Balance, March 31, 2005 | 5,000,000    |         | 5,000     
|                        |              |         |           
|Shares issued for       |              |         |           
|cash at $0.05           | 3,011,500    |         | 3,012     
|Net loss for the        |              |         |           
|period                  | -            |         | -         
|                        |              |         |           
|Balance, March 31       |              |         |           
|2006                    | 8,011,500    | $       | 8,012     









The accompanying notes are an integral part of the financial statements.
F-5



-23-

---

Index



|LAYCOR VENTURES CORP.         
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|MARCH 31, 2006 AND 2005       
|(Stated in U.S. Dollars)      
|                              
|                              
|                              
|1.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|2.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              



F-6

-24-

---

Index



|LAYCOR VENTURES CORP.         
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|MARCH 31, 2006 AND 2005       
|(Stated in U.S. Dollars)      
|                              
|                              
|2.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              

F-7



-25-

---

Index



|LAYCOR VENTURES CORP.         
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|MARCH 31, 2006 AND 2005       
|(Stated in U.S. Dollars)      
|                              
|                              
|2.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              

F-8

-26-

---

Index



|LAYCOR VENTURES CORP.         
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|MARCH 31, 2006 AND 2005       
|(Stated in U.S. Dollars)      
|                              
|                              
|2.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              

F-9



-27-

---

Index



|LAYCOR VENTURES CORP.         
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|MARCH 31, 2006 AND 2005       
|(Stated in U.S. Dollars)      
|                              
|2.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|3.                            
|                              
|                              
|                              
|                              

F-10

-28-

---

Index



|LAYCOR VENTURES CORP.         
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|MARCH 31, 2006 AND 2005       
|(Stated in U.S. Dollars)      
|                              
|3.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|4.                            
|                              
|                              

F-11

-29-

---

Index



|LAYCOR VENTURES CORP.         
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|MARCH 31, 2006 AND 2005       
|(Stated in U.S. Dollars)      
|                              
|                              
|5.                            
|                              
|                              
|                              
|                              
|6.                            
|                              
|                              
|                              
|                              
|7.                            
|                              
|                              
|                              
|                              
|8.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              

F-12



-30-

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Index



|LAYCOR VENTURES CORP.         
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|MARCH 31, 2006 AND 2005       
|(Stated in U.S. Dollars)      
|                              
|                              
|8.                            
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              

F-13



-31-

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ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial disclosures from the appointment of Telford Sadovnic, PLLC on May 24, 2005 through the date of this Form 10-KSB. Our financial statements for the period from inception to March 31, 2006, included in this report have been audited by Telford Sadovnick, PLLC, Certified Public Accountants, 114 West Magnolia Street, Suite 423, Bellingham, Washington 98225, as set forth in this annual report.

ITEM 8A.     CONTROLS AND PROCEDURES.

(a)     Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

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

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

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Our sole director serves until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our present sole officer and director is set forth below:





-32-

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|Name and Address            | Age | Position(s)                                      
|--------------------------- | --- | -------------------------------------------------
|Robert Wayne Morgan         | 52  | president, principal executive officer, treasurer
|1128 Quebec Street          |     | and principal financial officer and a member of  
|Suite 407                   |     | the board of directors                           
|Vancouver, British Columbia |     |                                                  
|Canada V6A 4E1              |     |                                                  

The persons named above have held their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Since March 2004, Robert Wayne Morgan has been our president, chief executive officer, treasurer, chief financial officer and the sole member of the board of directors. Since 1998, Mr. Robert Wayne Morgan has been self-employed as a private investor. Mr. Robert Wayne Morgan will devote 10% of his time or four hours per week to our operation.   Robert Wayne Morgan, our sole officer and director, no experience in surveying, exploration, and excavation activities or any direct training or experience in those areas and as a result may not be fully aware of many of the specific requirements related to working within the industry.  As a result, his decisions and choices may not take into account standard engineering or managerial approaches, mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to his lack of experience in this industry.  Robert Wayne Morgan has devoted approximately 200 hours to or 10% of his time to our affairs since we were incorporated.

Conflicts of Interest

At the present time, we do not foresee a direct conflict of interest because we do not intend to acquire any additional properties. The only conflict that we foresee is Mr. Robert Wayne Morgan's devotion of time to projects that do not involve us. In the event that Mr. Robert Wayne Morgan ceases devoting time to our operations, he has agreed to resign as an officer and director.

In the event Mr. Morgan resigns as an officer and director, there will be no one to run our operations and our operations will be suspended or cease entirely.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any

-33-

---

type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Audit Committee and Charter

We have a separately-designated audit committee of the board.  Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

Audit Committee Financial Expert

None of our directors or officers have the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.





-34-

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ITEM 10.     EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us from inception on March 23, 2004 through March 31, 2006 The compensation addresses all compensation awarded to, earned by, or paid the to our named executive officers for the fiscal year ended March 31, 2006. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table

|                    | Long-Term Compensation
|------------------- | ----------------------
|                    | Annual Compensation   
|(a)                 | (b)                   
|                    |                       
|                    |                       
|                    |                       
|                    |                       
|Names Executive     |                       
|Officer and         | Year                  
|Principal Position  | Ended                 
|Robert Wayne Morgan | 2006                  
|President           | 2005                  
|                    | 2004                  

We have not paid any salaries in 2006, and we do not anticipate paying any salaries at any time in 2006. We will not begin paying salaries until we have adequate funds to do so.

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

Our directors do not receive any compensation for serving as members on the board of directors.

Employment Contracts

As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.





-35-

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Indemnification

Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this annual report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.



|Name and Address              | Number of | Percentage of
|----------------------------- | --------- | -------------
|Beneficial Ownership [1]      | Shares    | Ownership    
|Robert Wayne Morgan           | 5,000,000 | 62.41%       
|1128 Quebec Street, Suite 407 |           |              
|Vancouver, British Columbia   |           |              
|Canada V6A 4E1                |           |              
|                              |           |              
|All Officers and Directors    | 5,000,000 | 62.41%       
|as a Group (1 person)         |           |              

[1]     The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Robert Wayne Morgan is our only "promoter".

Changes in Control

To the knowledge of management, there are no present arrangements or pledges of securities of the Company which may result in a change in control of the Company.





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ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Robert Wayne Morgan, our president and sole director, has not received and will not receive anything of value, directly or indirectly, from us and we have not received and will not receive any assets, services or other consideration from Mr. Robert Wayne Morgan, other than the possible transfer of the property. In the event that the property is transferred to us, it will be transferred to a wholly owned subsidiary corporation to be formed by us and there will be no consideration for the transfer of the property.

In March 2004, we issued a total of 5,000,000 shares of restricted common stock to Robert Wayne Morgan, our sole officer and director, in consideration of $5,000. This was accounted for as a purchase of common stock.

In March 2004, Mr. Robert Wayne Morgan loaned us $14,452 to pay for the cost of staking the property, for legal fees connected with our incorporation, paid a portion of the legal fees for this offering, and paid accounting fees.

On February 11, 2005, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number was 333-116229, permitting us to offer up to 4,000,000 shares of common stock at $0.05 per share. There was no underwriter involved in our public offering.

On April 5, 2005, we completed our public offering by raising $150,575 we sold 3,011,500 shares of our common stock at an offering price of $0.05 per share.

PART IV

ITEM 13.     EXHIBITS

Exhibits

The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-116229 on June 7, 2004. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|Exhibit No. | Document Description       
|----------- | ---------------------------
|3.1         | Articles of Incorporation. 
|3.2         | Bylaws.                    
|4.1         | Specimen Stock Certificate.
|10.1        | James Gang Mining Claim.   
|99.1        | Subscription Agreement.    





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The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-116229 on June 30, 2005. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|Exhibit No. | Document Description                                                                                                                                                                           
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.1        | Code of Ethics.                                                                                                                                                                                
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).                  
|99.1        | Audit Committee Charter.                                                                                                                                                                       
|99.2        | Disclosure Committee Charter.                                                                                                                                                                  

The following documents are included herein:



|Exhibit No. | Document Description                                                                                                                                                                           
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).                  

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:



|2006 | $ | -0-   |  | Telford, Sadovnick, Certified Public Accountants
|---- | - | ----- |  | ------------------------------------------------
|2005 | $ | 4,500 |  | Telford, Sadovnick, Certified Public Accountants

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:



|2006 | $ | 1,695 |  | Telford, Sadovnick, Certified Public Accountants
|---- | - | ----- |  | ------------------------------------------------
|2005 | $ | -0-   |  | Telford, Sadovnick, Certified Public Accountants

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:



|2006 | $ | -0- |  | Telford, Sadovnick, Certified Public Accountants
|---- | - | --- |  | ------------------------------------------------
|2005 | $ | -0- |  | Telford, Sadovnick, Certified Public Accountants



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(4) All Other Fees

The aggregate fees billed in each of the last tow fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:



|2006 | $ | -0- |  | Telford, Sadovnick, Certified Public Accountants
|---- | - | --- |  | ------------------------------------------------
|2005 | $ | -0- |  | Telford, Sadovnick, Certified Public Accountants

(5) Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.



























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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29th day of June, 2006.



| | LAYCOR VENTURES CORP.
| | ---------------------
| |                      
| | BY:                  
| |                      





























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