Middle Kingdom Resources 10QSB/A 2006 Q2 Quarterly report (small business) (amended)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB/A-1

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 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 000-51671

MIDDLE KINGDOM RESOURCES LTD.
(Exact name of registrant as specified in its charter)

NEVADA	98-0432994
(State of other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

347 Bay Street
Suite 202
Toronto, Ontario
Canada M5H 2R7
(Address of principal executive offices)

(416) 362-2785
(Registrant's telephone number, including area code)

The Registrant is a Shell company:       Yes [ X ]       No [   ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [   ]

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PART I. FINANCIAL INFORMATION

ITEM 1.     INTERIM FINANCIAL STATEMENTS

Middle Kingdom Resources Ltd.
(A Nevada Corporation)
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
						February 28		August 31
						2006		2005
						(prepared by		(Audited)
						management)
Current Assets
	Cash				$	-	$	61
	Prepaid Expense					465		-
		TOTAL CURRENT ASSETS				465		61
Current Liabilities
	Accounts payable					30		30
	Accrued Liabilities					10,265		5,415
	Loan from Eskota Energy (Note 6)					500		-
	Loans from related party (Note 3)					22,862		22,726
		TOTAL CURRENT LIABILITIES				33,657		28,171
Stockholders' Equity (Deficit)
	Capital Stock
		Authorized: 75,000,000 common shares
			with a par value at $0.001 par value
		Issued and fully paid
			5,000,000 common share at par value			5,000		5,000
	Accumulated other comprehensive income					390		390
	Donated Capital (Note 7)					15,375		10,875
	Deficit, accumulated during the exploration stage					(53,957)		(44,375)
		TOTAL STOCKHOLDERS' EQUITY (Deficit)				(33,192)		(28,110)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY					$	465	$	61
				Going Concern		: Note 1
				Commotments		: Note 6

The accompanying notes are an integral part of these financial statements
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Middle Kingdom Resources Ltd.
(A Nevada Corporation)
(An Exploration Stage Company)
Statements of Income and Comprehensive Loss
(Unaudited-Prepared by Management)
				From Inception
				Date of		Three Months		Three Months		Six Months		Six Months
				June 17, 2004 to		Ended		Ended		Ended		Ended
				February 28,		February 28		February 28,		February 28		February 28,
				2006		2006		2005		2006		2005
General and Administration Costs
	Audit fees		$	5,215	$	-	$	-	$	-	$	-
	Bank charges and interest			210		40		20		82		32
	Donated Services			10,250		1,500		-		3,000		-
	Donated Rent			5,125		750		-		1,500		-
	Professional expenses			30,561		4,850		400		4,850		400
	Office expenses			821		150		-		150		46
	Incorporation cost			1,000		-		-		-		-
	Transfer agent & filing fees			775		-		-		-		-
Net Loss for the Period			$	(53,957)	$	(7,290)	$	(420)	$	(9,582)	$	(478)
Other Comprehensive Income
	Foreign Currency Translation
		Adjustments- Income		390		-		-		-		-
Comprehensive Loss			$	(53,567)	$	(7,290)	$	(420)	$	(9,582)	$	(478)
Net Loss Per Share
	Basic				$	0.00	$	0.00	$	0.00	$	0.00
	Diluted				$	0.00	$	0.00	$	0.00	$	0.00
Weighted Average Number of Common
	Shares Used to Compute Loss Per Share
	Basic					5,000,000		5,000,000		5,000,000		5,000,000
	Diluted					5,000,000		5,000,000		5,000,000		5,000,000

The accompanying notes are an integral part of these financial statements.
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Middle Kingdom Resources Ltd.
(A Nevada Corporation)
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited-Prepared by Management)
				From Inception
				Date of		Three Months		Three Months		Six Months		Six Months
				June 17, 2004 to		Ended		Ended		Ended		Ended
				February 28		February 28		February 28		February 28		February 28
				2006		2006		2005		2006		2005
Operating Activities
	Net Loss for the period		$	(53,957)	$	(7,290)		$ (420)		$ (9,582)		$ (478)
	Non cash changes
		Donated services and donated rent		15,375		2,250		-		4,500		390
	Changes in operating assets and liabilities
		Prepaid expense		(465)		-		-		(465)		-
		Accounts payable		30		-		-		-		(16,745)
		Accrued liabilities		10,265		4,850		400		4,850		400
		Funds in trust with attorney		-		-		-		-		16,440
Net cash provided by (used for)
	operating activities			(28,752)		(190)		(20)		(697)		7
Financing Activities
	Capital stock subscribed			5,000		-		-		-		-
	Loan from Eskota Energy			500		-		-		500		-
	Loans from related party			22,862		136		(1,350)		136		(3,850)
Net cash provided by (used for)
	financing activities			28,362		136		(1,350)		636		(3,850)
Effect of exchange rate changes on cash				390		-		-		-		-
Cash (decrease) during the period				-		(54)		(1,370)		(61)		(3,843)
Cash, Beginning of Period				-		54		1,512		61		3,985
Cash, End of Period			$	-	$	-	$	142	$	-	$	142
Supplementory Information-non cash items:
	Donated Services			10,250		1,500		-	��	3,000		250
	Donated Rent			5,125		750		-		1,500		140

The accompanying notes are an integral part of these financial statements.
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Middle Kingdom Resources Ltd.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
Period From Inception Date of June 17, 2004 to February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited -Prepared by Management)
					Other
					Comprehensive
					Income
					Cumulative
			par		Foreign
	Price	Number of	Value	Total	Currency		Retained	Total
	Per	Common	at 0.001	Capital	Translation	Donated	Earnings	Stockholders'
	Share	Shares	Per Share	Stock	Adjustments	Capital	(Deficit)	Equity(Deficit)
Shares subscribed on 6/17/2004
by Director for cash	$0.001	4,800,000	$4,800	$4,800				$4,800
Shares subscribed on 6/17/2004
by shareholder for cash	$0.001	200,000	200	200				200
Donated Capital						1,875		1,875
Net loss for the period
from date inception on June
17, 2004 to August 31, 2004							(20,665)	(20,665)
Balance, August 31, 2004		5,000,000	5,000	5,000		1,875	(20,665)	(13,790)
Cumulative currency translation
adjustments - Income					390			390
Donated Capital						9,000		9,000
Net loss for the year ended
August 31, 2005							(23,710)	(23,710)
Balance, August 31, 2005		5,000,000	5,000	5,000	390	10,875	(44,375)	(28,110)
Donated Capital						2,250		2,250
Net loss for the three month
period ended November 30, 2005							(2,292)	(2,292)
Balance, November 30, 2005		5,000,000	5,000	5,000	390	13,125	(46,667)	(28,152)
Donated Capital						2,250		2,250
Net loss for the three month
period ended February 28, 2006							(7,290)	(7,290)
Balance, February 28, 2006		5,000,000	$5,000	$5,000	$390	$15,375	($53,957)	($33,192)

The accompanying notes are an integral part of these financial statements.
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MIDDLE KINGDOM RESOURCES LTD.

(A Nevada Corporation)

(An Exploration Stage Company)

Notes to the Financial Statements

February 28, 2006

(Expressed in U.S. Dollars)

(Unaudited, Prepared by Management)

Note 1. BUSINESS OPERATIONS
	(a)	Middle Kingdom Resources Ltd. ("the Company") date of incorporation and inception was on June 17, 2004 by the Secretary of State of the State of Nevada, U.S.A. The Company is in the energy and mineral resource fields, as an exploration stage company. The Company's property is in the District and Land Titles Division of Thunder Bay, in the Province of Ontario, Canada.
	(b)	Going Concern
		These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has incurred losses since inception of $53,597 to February 28, 2006 and has a working capital deficiency of $33,192 at February 28, 2006. These factors create substantial doubt as to the ability of the Company to continue as a going concern. Realization values may be substantially different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern. Management is in the process of identifying sources of additional financing to fund the ongoing development of the Company= s business.
Note 2.		SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	(a)	Basis of Presentation
		These financial statements are prepared in accordance with United States of America Generally Accepted Accounting Principles (GAAP).
	(b)	Translation of Foreign Currency
		The functional currency and the reporting currency is the United States Dollar.
		Assets and liabilities are translated at the current rate of exchange at the balance sheet.date.
		The weighted average exchange rate for the period is used to translate expenses, and gains or losses from the functional currency to the reporting currency.
		The gain or loss on translation is reported as a separate component of stockholders' equity and is not recognized in net income.
		Gains or losses from foreign currency transactions are recognized in current net income.

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
	(b)	Translation of Foreign Currency (cont'd)
		Capital accounts are translated at their historical exchange rates when the capital stock is issued.
		The effect of exchange rate changes on cash balances is reported in the statement of cash flows as a separate part of the reconciliation of change in cash during the year.
	(c)	Basic and Diluted Net Loss Per Share
		The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
	(d)	Mineral property acquisition costs and deferred exploration expenditures
		Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold cost and exploration costs are capitalized and deferred until such time as the property is put into production or the properties are disposed of either through sale or abandonment. These costs are evaluated at the end of each reporting period for indication of impairment. If put into production, the costs of acquisition and exploration will be depreciated over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in property will first be credited against the carrying value of the property, secondly against deferred exploration costs, with any excess or loss included in operations for the period. If a property is abandoned, the property and deferred exploration costs will be written off to operations.
	(e)	Site Restoration and Post Closure Costs
		Expenditures related to ongoing environmental and reclamation activities are expensed, as incurred, unless previously accrued. Provisions for future site restoration and reclamation and other post closure costs in respect of operating facilities are charged to operations over the estimated life of the operating facility, commencing when a reasonably definitive estimate of the cost can be made.

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
	(f)	Environment Remedial Liability
		SOP 96-1 provides accounting guidance for environmental remedial liabilities. The Company does not own any properties that are subject to environmental remedial liabilities.
	(g)	Stock-Based Compensation
		In December 2004, the Financial Accounting Standards Board (FASB) Issued Statement of Financial Accounting Standard (SFAS) No. 123 R, "Share Based Payment". SFAS 123R is a revision of SFAS No. 123 "Accounting for Stock-based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees prov ided in SFAS 123 as originally issued and Emerging issues Task Force Issue No. 96-18, "Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunctjion with Selling, Goods or Services". SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans". SFAS 123R requires a public entity to measure the cost of employee services received in exchange for and award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liabili ty instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans , performance-based awards, share appreciation rights, and employee share purchase plans. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company= s results of operations or financial position.

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 2.		SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
	(h)	Cash
		Cash consists of funds on deposit with the Company= s bankers.
	(i).	Income Taxes
		Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized and settled as prescribed in FASB Statement No. 109, Accounting for income taxes. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
	(j)	Recent Accounting Pronouncements
		In December 2004, FASB issued SFAS No. 153,A Exchanges of Nonmonetary Assets- An Amendment of APB Opinion No. 29@ .. The guidance in APB Opinion No. 29,A Accounting for Nonmonetary Transactions@ , is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company= s results of operations or financial position.
Note 3.		RELATED PARTY TRANSACTIONS
	(a)	Mr. Robert Kinloch, President and shareholder of the Company, agreed to loan $22,862 to the Company. The loan is unsecured and there are no written terms of repayment, no interest has been recorded on this loan to February 28, 2006.

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 3. RELATED PARTY TRANSACTIONS (cont'd)
	(b)	The President and shareholder of the Company provided services donation to February 28,2006 of $10,250 and rent donation of $5,125 to February 28, 2006 which are recorded as expenses and credited to stockholders' equity for the period ended February 28, 2006.
Note 4. INCOME TAXES
	The Company has tax losses to February 28, 2006 that total $38,582 (excluding donated services and rent), for income tax purposes that may be carried forward to be applied against future taxable income. The benefit of deferred taxes has not been recorded as an asset at February 28, 2006 as it is reduced to nil by a valuation allowance, due to uncertainty of the application of losses.

Losses				$	53,957
Deduct:	Donated Services	$	(10,250)
	Donated Rent		(5,125)		(15,375)
Loss for Taxation Purposes				$	38,582

		Balance at February 28
		2006	2005
Deferred tax assets	$	13,118	6,551
Valuation allowance	$	(13,118)	(6,551)
Net deferred tax assets	$	0	0

A reconciliation between the statutory federal income tax rate and the effective income rate of income tax expense is as follows:

	2006	2005
Statutory federal income tax rate	34.0%	34.0%
Valuation allowance	(34.0%)	(34.0%)
Effective income tax rate	0.0%	0.0%

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 5.	FINANCIAL INSTRUMENTS
	The Company= s financial instruments consist of accounts payable and accrued liabilities and loans payable. It is management= s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values.
Note 6.	MINERAL RESOURCE AGREEMENT
	On June 22, 2004, and as extended by agreement on August 15, 2005, the Company entered into an option and joint venture exploration agreement to September 30, 2006, with Energold Minerals Inc., an Alberta, Canada, Corporation owned by a non-affiliated third party. No funds have been expended or committed by Middle Kingdom Resources Ltd. related to this agreement up to February 28, 2006.
	The exploration and development agreement covers an area of land measuring approximately 33 acres on property described as Jarvis Island, municipality of Neebing (Property Identifier 58-01-040-007-31100-111) in the District and Land Titles Division of Thunder Bay, in the Province of Ontario, Canada.
	Terms of the Agreement are as follows:
	1.	Option
		Middle Kingdom Resources LTD (A MKR@ ) shall have the option to earn up to an undivided 51% interest in the Jarvis Island Property, comprising a group of mining claims situated in the Thunder Bay District in the Province of Ontario, as described on the list of mineral claims attached hereto as Schedule> A= (herein called theA Jarvis Island Property@ ).
		Energold Minerals Inc. (A Energold@ ) holds a 100% undivided right, title and interest in all of the Jarvis Island Property free and clear of all encumbrances.
	2.	Terms of Options:
		Energold shall grant to MKR the right to earn a 51% undivided proportionate interest in the Jarvis Island Property in consideration of and upon the terms set out below.
		Energold shall grant MKR the right (theA First Option@ ) to elect to earn a 30% undivided interest in the Jarvis Island Property pursuant to which MKR shall:
		(i)	issue to Energold a total of 500,000 common shares in the capital stock of MKR in accordance with the following schedule:

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 6.	MINERAL RESOURCE AGREEMENT (cont'd)

(a)	100,000 common shares within seven days of the Effective Date;
(b)	an additional 200,000 common shares on or before September 30, 2005 (Extended to September 30, 2006)
(c)	an additional 100,000 common shares on or before September 30, 2006 (Extended to September 30, 2007)
(d)	an additional 100,000 common shares on or before September 30, 2007 (Extended to September 30, 2008)

(ii) incur a total of $300,000 (Three Hundred Thousand Dollars) in exploration expenditures on the Jarvis Island Property in accordance with the following schedule:

(a)	$100,000 to be incurred on or before September 30, 2005 (Extended to September 30, 2006)
(b)	An additional $200,000 to be incurred on or before September 30, 2007. (Extended to September 30, 2008)

(c)	The First Option will terminate and MKR will have no further interest in the Jarvis Island Property as follows:
	(i)	On September 30, 2006, if Energold has not received a share certificate representing an additional 200,000 common shares of MKR, or if MKR has not incurred $100,000 in expenditures;
	(ii)	On September 30, 2007 if Energold has not received a share certificate representing an additional 100,000 common shares of MKR;
	(iii)	On September 30, 2008 if Energold has not received a share certificate representing an additional 100,000 common shares of MKR or if MKR has not incurred an additional $200,000 in expenditures.
(d)	Should the First Option terminate, MKR shall not be liable for any Option payment commitments and shall have no interest in the Jarvis Island Property by virtue of failure of MKR to meet its commitments within the required time. All of the obligations set out in section 2(b) are optional with the exception of section 2(b) (i) (a), which forms a firm commitment.

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 6.		MINERAL RESOURCE AGREEMENT (cont= d)
		Should MKR elect to continue with the Option, it shall make further payments by the issue of shares to Energold and incur expenditures on exploration and development work on the Jarvis Island Property as outlined above.
		At the end of the First Option Period, MKR shall have issued to Energold a total of 500,000 common shares and expended $300,000 on exploration and development work upon the Jarvis Island Property (theA First Option Payment@ ), at which time MKR shall have earned a 30% undivided interest in the Jarvis Island Property.
			(e)	Energold shall grant to MKR the right (theA Second Option@ ) to elect to earn a further 21% undivided proportionate legal and beneficial proprietary interest, up to a total of a 51% undivided proportionate legal and beneficial proprietary interest, in the Jarvis Island Property in consideration of and upon the terms as follows:
				(i)	On or before September 30, 2009, MKR must have further issued Energold a total of 200,000 common shares in the capital stock of MKR;
				(ii)	On or before the sixth anniversary of the Effective Date, MKR shall have completed not less than a further $200,000 on exploration and development work upon the Jarvis Island Property.
			(f)	The Second Option will terminate and MKR shall have earned only a 30% undivided interest in the Jarvis Island Property if on September 30, 2009 Energold has not received a share certificate representing the additional 200,000 common shares of MKR and/or if on September 30, 2011 MKR has not incurred an additional $200,000 in exploration and development work..
	3.	Operations
			(a)	During the Option Period, MKR shall provide to and review its exploration and development plans with Energold and Energold shall be provided an opportunity to comment and provide input with respect to prospective exploration and development programs. Decisions regarding exploration and development of the Jarvis Island Property shall be determined by a three person committee, (theA Management Committee@ ) comprising two representatives of MKR and one representative of Energold.

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 6.		MINERAL RESOURCE AGREEMENT (cont'd)
		(b)	Energold shall act as Operator during the Option Period and shall be responsible for all work permits, environmental compliance, payment of contractors, insurance and other matters relating to work carried out on the Property and shall indemnify and save harmless MKR against any problems or liability with respect to such matters. All work done by Energold on the Property shall be done in accordance with good mining practice and in compliance with the applicable laws of the Province of Ontario, Canada.
		(c)	Energold as Operator may charge up to 10% for management fees for general exploration expenditures and up to 5% on drilling or other major contract costs. All GST input tax credits for monies expended by MKR during the Option Period shall be for the account of MKR.
		(d)	MKR shall enter into a Technical Services Agreement with Energold under which Energold shall agree to provide contract services to MKR as required.
	4.	Joint Venture
		(a)	In the event that MKR exercises the Option by earning a 30% interest in the Jarvis Island Property, a Joint Venture will be formed for the further exploration and development of the Property. Under the Joint Venture each party shall have the right to participate in the Joint Venture and the corresponding obligations to fund further exploration and development of the Property (the "Participating Interest"). The Participating Interest, at the time of the formation of the Joint Venture shall be:

Energold:	70%
MKR:	30%

The parties= deemed expenditures upon formation of the Joint Venture shall be as follows:

Energold:	$	600,000
MKR:	$	300,000

(b) In the event that MKR elects to exercise its option to earn a 51% interest in the Jarvis Island Property, then the Joint Venture will be formed after the completion of the required further expenditures, and the Participating Interest, at the time of the formation of the Joint Venture shall be:

MKR:	51%
Energold:	49%

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 6. MINERAL RESOURCE AGREEMENT (cont= d)
	The parties= deemed expenditures upon formation of the Joint Venture shall be as follows:

MKR:	$	600,000
Energold:	$	600,000

(c)	Upon the formation of a Joint Venture the parties will enter into a formal Joint Venture Agreement which shall include the following terms:
	(i)	decisions regarding further exploration and development of the Jarvis Island Property will be determined by a three person Management Committee; with two nominees appointed by the Party holding the majority interest and one nominee appointed by the party holding the minority interest.
	(ii)	exploration and development budgets will be determined and signed off by the Management Committee, at which time both parties will then have ninety (90) days to provide funds toward the project or be diluted;
	(iii)	if one party declines or fails to provide all or part of its required funding (based upon its then proportionate legal and beneficial interest), the other party can increase its funding to the amount budgeted;
	(iv)	upon formation of the Joint Venture, Energold shall continue to be the Operator of the Joint Venture so long as it maintains at least a 40% Participating Interest;
	(v)	standard dilution will apply to the Joint Venture as follows:

Participating	Contribution to Total Costs by a Party
Interest of a =	(including deemed expenditures)
Party	Contribution to Total Costs by all
	parties (including deemed expenditures);

(vi) in the event that the Operator determines not to propose a project program or fails to do so within 6 months of completion of the previous project program, the non-operator can propose and operate a project program.

F-14

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MIDDLE KINGDOM RESOURCES LTD.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to the Financial Statements
February 28, 2006
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)
Note 6. MINERAL RESOURCE AGREEMENT (cont= d)
	5.	Feasibility Study and Production
		(i)	If at any time during the Option Period, or at any time during the period of the Joint Venture, a Feasibility Study is completed which demonstrates that the Jarvis Island Property, or any part thereof, may be profitably brought into production (theA Mining Project@ ), MKR shall have the option and the right, (subject to making any expenditures necessary to vest with a 51% joint venture interest) to elect to assume operatorship (if it is not then the Operator) and commit the necessary financing to place the Mining Project into production and hereby earn a 70% interest in the Mining Project.
		(ii)	If MKR commits the necessary financing, such financing shall be provided to the Joint Venture by way of loan, the terms of which loan shall provide that MKR shall be entitled to repayment of such loan together with interest thereon out of 80% of the free cash flow of the Project in priority to all other distributions. The balance of 20% of the free cash flow shall be distributed to parties pro rata to their respective joint venture interests in the Mining Project.
	6.	Assessment Work
		During the Option Period, and after formation of the Joint Venture, the Operator will file all standard reports required to maintain all mining claims in good standing forthwith after completion of any work, and supply the other party with a copy of all geological data, reports or other information obtained during the course of the work program on a regular basis, During the Option Period, MKR shall be responsible to maintain the Jarvis Island Property In good standing, including the payment of annual lease fees and maintenance costs.
Note 7. Donated Capital
	The president and shareholder of the Company has donated services of $500 per month and rent of $ 250 per month for total donated services of $10,250 and donated rent of $5,125 to February 28, 2006.
Note 8. Loan from Eskota energy
	The amount of $500 as at February 28, 2006 represents a loan from Eskota energy. This amount is unsecured, non-interest bearing, and has no specific terms of repayment, and accordingly, is classified as a current liability.

F-15

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PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit No.		Document Description
	31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.
	32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 14^th day of June, 2006.

MIDDLE KINGDOM RESOURCES LTD.
(Registrant)
BY:	ROBERT KINLOCH
	Robert J. Kinloch
	President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer and sole member of the Board of Directors

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