U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT #1 TO FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FILE NO: 333-118262

AZZORO INC.
---------------------------
(Exact name of Registrant as specified in its charter)

NEVADA 1000 77-0622733
- --------------------------------------------------------------------------------

(State or other jurisdiction of
incorporation or organization) Standard Industrial Classification IRS Employer
Identification Number

AZZORO INC.
Ted Burylo, President
455 Granville Street, Suite 500
Vancouver, British Columbia
Canada V6C 1T1
- ------------------------------ ----------
(Name and address of principal (Zip Code)
executive offices)

Registrant's telephone number,
including area code: (604) 209-4522
Fax: (604) 681-7622
--------

Approximate date of commencement of
Proposed sale to the public:
as soon as practicable after the effective
date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
|__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | x |

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following.

|__|

(PAGE)

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
TITLE OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
EACH CLASS BE MAXIMUM MAXIMUM REGISTRATION
OF REGISTERED OFFERING AGGREGATE FEE (2)
SECURITIES PRICE PER OFFERING
TO BE SHARE (1) PRICE (2)
REGISTERED
- --------------------------------------------------------------------------------
Common Stock 2,710,000 $0.20 $542,000 $66.14
shares

(1) Based on the last sales price on April 19, 2004.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS POST EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY
ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

SUBJECT TO COMPLETION, DATED APRIL 6 , 2006

AGENT FOR SERVICE OF PROCESS: Empire Stock Transfer Inc.
7251 West Lake Mead Boulevard Suite 300
Las Vegas, NV 89128

PROSPECTUS
AZZORO INC.
2,710,000 SHARES
COMMON STOCK
---------------
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.
----------------

The purchase of the securities offered through this prospectus involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS ON PAGES 6 - 9.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The selling shareholders will sell our shares at $0.20 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

----------------

THE DATE OF THIS PROSPECTUS IS: APRIL 6 , 2006

TABLE OF CONTENTS
PAGE
SUMMARY ....................................................... 5
RISK FACTORS .................................................. 6
- IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS
WILL FAIL ................................................ 6
- BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE
A HIGH RISK OF BUSINESS FAILURE .......................... 7
- BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING
PROPERTIES, THERE IS SUBSTANTIAL RISK THAT OUR BUSINESS
WILL FAIL ................................................ 7
- WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS
TO SUCCEED. OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT
OUR ABILITY TO CONTINUE AS A GOING CONCERN................ 8
- BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL
EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR
DAMAGES AS WE CONDUCT OUR BUSINESS ....................... 8
- EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS
ON THE SURPRISE LAKE PROPERTY, WE MAY NOT BE ABLE TO
SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION .............. 8
- BECAUSE OUR DIRECTORS OWN 64.9% OF OUR OUTSTANDING STOCK,
THEY COULD CONTROL AND MAKE CORPORATE DECISIONS THAT MAY
BE DISADVANTAGEOUS TO OTHER MINORITY STOCKHOLDERS ........ 8
- BECAUSE OUR PRESIDENT AND SECRETARY HAVE OTHER BUSINESS
INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A
SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.............................. 8
- BECAUSE OUR MANAGEMENT HAS ONLY LIMITED EXPERIENCE IN
MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF
FAILURE................................................... 9
- IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP,
SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES ......... 9
- A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS THE
SELL THE ABILITY TO STOCK ................................ 9
FORWARD-LOOKING STATEMENTS..................................... 9
USE OF PROCEEDS ............................................... 9
DETERMINATION OF OFFERING PRICE ............................... 10
DILUTION ...................................................... 10
SELLING SHAREHOLDERS .......................................... 10
PLAN OF DISTRIBUTION .......................................... 13
LEGAL PROCEEDINGS ............................................. 15
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.. 15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16
DESCRIPTION OF SECURITIES ..................................... 17
INTEREST OF NAMED EXPERTS AND COUNSEL ......................... 18
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES .................................... 18
ORGANIZATION WITHIN LAST FIVE YEARS ........................... 18
DESCRIPTION OF BUSINESS ....................................... 19
PLAN OF OPERATIONS ............................................ 22
DESCRIPTION OF PROPERTY ....................................... 24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................ 24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...... 24
EXECUTIVE COMPENSATION ........................................ 26
FINANCIAL STATEMENTS .......................................... 26
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ................. 40

SUMMARY

PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.

We intend to be in the business of mineral property exploration. To date, we
have not conducted any exploration on our sole mineral property, the Surprise
Lake property, also known as the Short claims, located in British Columbia,
Canada. We own a 100% interest in the eight mineral claims comprising the
Surprise Lake property. We purchased these claims from Peter Burjoski of Atlin,
British Columbia for a cash payment of $5,000.

Our objective is to conduct mineral exploration activities on the Surprise
Lake property in order to assess whether it possesses economic reserves of gold,
tungsten and molybdenum. We have not yet identified any economic mineralization
on the property. Our proposed exploration program is designed to search for an
economic mineral deposit.

There is currently no public market for our common stock and no certainty that a
market will develop. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.

We were incorporated on January 15, 2004 under the laws of the state of
Nevada. Our principal offices are located at 455 Howe Street, Suite 500,
Vancouver, British Columbia, Canada. Our telephone number is (604) 209-4522.

THE OFFERING:

SECURITIES BEING OFFERED Up to 2,710,000 shares of common stock.

OFFERING PRICE The selling shareholders will sell our shares at $0.20
per share until our shares are quoted on the OTC Bulletin
Board,and thereafter at prevailing market prices or privately
negotiated prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.

TERMS OF THE OFFERING The selling shareholders will determine when and
how they will sell the common stock offered in this prospectus.

TERMINATION OF THE OFFERING The offering will conclude when all of the
2,710,000 shares of common stock have been sold,
the shares no longer need to be registered to be sold or we
decide to terminate the registration of the shares.

SECURITIES ISSUED AND TO BE
ISSUED 7,710,000 shares of our common stock are issued and Outstanding as
of the date of this prospectus. All of the common stock to be sold
under this prospectus will be sold by existing Shareholders.

USE OF PROCEEDS We will not receive any proceeds from the sale of the common
stock by the selling shareholders.

SUMMARY FINANCIAL INFORMATION

Balance Sheet December 31, 2005 March 31, 2005 March 31, 2004
(unaudited) (audited) (audited)

Cash $11,098 $22,429 $26,371
Total Assets $11,098 $22,429 $26,371
Liabilities $3,674 $7,111 $2,930
Total Shareholders' Equity
$7,424 $15,318 $23,441

STATEMENT OF LOSS AND DEFICIT

From Incorporation on January 15, 2004 to December 31 , 2005
(unaudited)

Revenue $ 0
Net Loss ($ 26,576 )

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete all intended
exploration of the Surprise Lake property, and therefore we will need to obtain
additional financing in order to complete our business plan. As of
April 6 , 2006, we had cash in the amount of $ 10,812 .
We currently do not have any operations and we have no income. As well, we
will not receive any funds from this registration.

Our business plan calls for significant expenses in connection with the
exploration of the Surprise Lake property. While we have sufficient funds to
conduct most of the initial exploration on the property, estimated to cost
$15,000, we will require additional financing, likely in excess of $2,000,000,
in order to determine whether the property contains economic mineralization and
an additional $15,000 to cover our anticipated administrative costs over the
next year. We will also require additional financing if the costs of the
exploration of the Surprise Lake property are greater than anticipated.

Even after completing all proposed exploration, we will not know if we have a
commercially viable mineral deposit. We will need to commission a feasibility
study, prepared by a professional geologist, which will determine whether mining
operations are justified based on the costs to erect mining facilities on the
property and the current sale prices of the mineralization discovered. We
estimate that the cost of such a feasibility study would be $250,000.

We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for

financing and may not be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors, including the
market price for gold, tungsten and molybdenite, and investor acceptance of our
property and general market conditions. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the
sale of equity capital. Any sale of share capital will result in dilution to
existing shareholders. The only other anticipated alternative for the financing
of further exploration would be our sale of a partial interest in the Surprise
Lake property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.

BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.

We have not yet commenced exploration on the Surprise Lake property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on January 15, 2004 and to date have been
involved primarily in organizational activities and the acquisition of our
mineral property. We have not earned any revenues as of the date of this
prospectus. Potential investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from development of the Surprise
Lake property and the production of minerals from the claims, we will not be
able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail. If we determine
that the Surprise Lake property does not contain any reserves and that we are
unable to complete our business plan with respect to the claims, we intend to
acquire an interest or interests in additional mineral claims for exploration
purposes. Additional acquisitions will depend upon our ability to raise
additional funding through our sale of common stock.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claims containing economic mineralization or reserves
is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability, the Surprise Lake
property does not contain any reserves and funds that we spend on exploration
will be lost. As well, problems such as unusual or unexpected formations and
other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR
INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

The Independent Auditor's Report to our audited financial statements for the
period ended March 31, 2004 and 2005 indicates that there are a number of
factors that raise substantial doubt about our ability to continue as a going
concern. Such factors identified in the report are that we have no source of
revenue and our dependence upon obtaining adequate financing. If we are not able
to continue as a going concern, it is likely investors will lose all of their
investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect
on our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE SURPRISE LAKE
PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Surprise Lake property does not contain any known bodies of mineralization.
If our exploration programs are successful in establishing gold, tungsten and
molybdenum of commercial tonnage and grade, we will require additional funds in
order to place the property into commercial production. We may not be able to
obtain such financing.

BECAUSE OUR DIRECTORS OWN 64.9% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE
AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY
SHAREHOLDERS.

Our directors own approximately 64.9% of the outstanding shares of our common
stock. Accordingly, they will have a significant influence in determining the
outcome of all corporate transactions or other matters, including mergers,
consolidations, and the sale of all or substantially all of our assets. They
will also have the power to prevent or cause a change in control. The interests
of our directors may differ from the interests of the other stockholders and
thus result in corporate decisions that are disadvantageous to other
shareholders.

BECAUSE OUR PRESIDENT AND SECRETARY HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Ted Burylo spends approximately 50% his business time
providing his services to us. Our secretary, Mr. Jeff Murdock spends only about
10% of his business time providing his services to us. While Mr. Burylo and Mr.
Murdock presently possess adequate time to attend to our interests, it is
possible that the demands on Mr. Burylo and Mr. Murdock from their other
obligations could increase with the result that they would no longer be able to
devote sufficient time to the management of our business.

BECAUSE MANAGEMENT HAS ONLY LIMITED EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

None of our directors has any technical training in the field of geology and
specifically in the areas of exploring for, starting and operating a mine. As a
result, we may not be able to recognize and take advantage of potential
acquisition and exploration opportunities in the sector without the aid of
qualified geological consultants. As well, with no direct training or
experience, our management may not be fully aware of the specific requirements
related to working in this industry. Their decisions and choices may not be
well thought out and our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on the
over the counter bulletin board upon the effectiveness of the registration
statement, of which this prospectus forms a part. Our shares may never trade on
the bulletin board. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

Please refer to the "Plan of Distribution" section for a more detailed
discussion of penny stock and related broker-dealer restrictions.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results may differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by us described
in the "Risk Factors" section and elsewhere in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The selling shareholders will sell our shares at $0.20 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price, based
upon the price of the last sale of our common stock to investors.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.

SELLING SHAREHOLDERS

The selling shareholders named in this prospectus are offering all of the
2,710,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
under Regulation S of the Securities Act of 1933. The shares include the
following:

1. 2,700,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration under
Regulation S of the Securities Act of 1933 and was completed on March 31, 2004;
and

2. 10,000 shares of our common stock that the selling shareholders acquired
from us in an offering that was exempt from registration under Regulation S of
the Securities Act of 1933 and was completed on April 19, 2004.

The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:

1. the number of shares owned by each prior to this offering
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion of the
offering; and
4. the percentage owned by each upon completion of the offering

NAME OF SELLING OWNED SHARES OWNED TOTAL NUMBER OF SHARES TOTAL SHARES OWNED PERCENT
STOCKHOLDER COMPLETION PRIOR TO THIS TO BE OFFERED FOR SELLING UPON COMPLETION OF UPON OF
OFFERING OFFERING SHAREHOLDERS ACCOUNT THIS OFFERING THIS

James Thiede
550 Beatty Street
Suite 312
Vancouver, B.C. 100,000 100,000 Nil Nil

David Anderson
955 Burrard Street
Vancouver, B.C. 100,000 100,000 Nil Nil

Kevin Klassen
50 West Cordova Street
Suite 201
Vancouver, B.C. 100,000 100,000 Nil Nil

Sharon Lee-White
50 West Cordova Street
Suite 201
Vancouver, B.C. 100,000 100,000 Nil Nil

Paul Burjoski
Box 176
Atlin, B.C. 100,000 100,000 Nil Nil

Jonathan Shea
2726 Alder Street
Suite 304
Vancouver, B.C. 200,000 200,000 Nil Nil

William Butler
2341 York Avenue
Suite 29
Vancouver, B.C. 100,000 100,000 Nil Nil

William McCormack
2050 Rupert Street
Suite 121
Vancouver, B.C. 100,000 100,000 Nil Nil

Lorne Wenn
340 8th Street
Suite 306
New Westminster, B.C. 100,000 100,000 Nil Nil

Parvin Selseleh
7478 Sandborne Avenue
Burnaby, B.C. 100,000 100,000 Nil Nil

Chris Roger
7576 17th Avenue
Burnaby, B.C. 100,000 100,000 Nil Nil

G.E. Fenwick
755 Abbott Street
Suite 365
Vancouver, B.C. 100,000 100,000 Nil Nil

Shahram Fasihy
7478 Sandborne Avenue
Burnaby, B.C. 100,000 100,000 Nil Nil

Michelle Janes
1435 Nelson Street
Suite 209
Vancouver, B.C. 100,000 100,000 Nil Nil

Marni Ziegler
7576 17th Avenue
Burnaby, B.C. 100,000 100,000 Nil Nil

Hailey Wenn
2715 Blackwood Street
Victoria, B.C. 100,000 100,000 Nil Nil

Lara Wenn
2715 Blackwood Street
Victoria, B.C. 100,000 100,000 Nil Nil

Ben McCormack
3350 East 5th Avenue
Vancouver, B.C. 100,000 100,000 Nil Nil

Guy Lawson
340 8th Street 100,000 100,000 Nil Nil
New Westminster, B.C.

Ron Teti
4101 Rose Crescent
West Vancouver, B.C. 100,000 100,000 Nil Nil

Elaheh Fasihy
7478 Sandborne Avenue
Burnaby, B.C. 100,000 100,000 Nil Nil
Seyed Mostafa Fasihi
7478 Sandborne Avenue
Burnaby, B.C. 100,000 100,000 Nil Nil

E. Edwards
7576 17th Avenue
Burnaby, B.C. 100,000 100,000 Nil Nil

Brian Glaum
5145 Sperling Avenue
Burnaby, B.C. 100,000 100,000 Nil Nil

Randy Pesto
5189 Norfolk Street
Burnaby, B.C. 100,000 100,000 Nil Nil

Harold McDougall
450 Cordova Street
Suite 231
Vancouver, B.C. 100,000 100,000 Nil Nil

William McMillan
1435 Nelson Street
Suite 209 5,000
Vancouver, B.C. 5,000 Nil Nil

Frank Kramaric
518 Richards Street
Suite 315
Vancouver, B.C. 5,000 5,000 Nil Nil

The named party beneficially owns and has sole voting and investment over all
shares or rights to these shares. The numbers in this table assume that none of
the selling shareholders sells shares of common stock not being offered in this
prospectus or purchases additional shares of common stock, and assumes that all
shares offered are sold. The percentages are based on 7,710,000 shares of
common stock outstanding on the date of this prospectus.

None of the selling shareholders:

(1) has had a material relationship with us other than as a shareholder at
any time within the past three years; or

(2) has ever been one of our officers or directors.

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions.

The selling shareholders will sell our shares at $0.20 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily based upon the price of the last sale of our common stock to
investors. The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.

The selling shareholders may also sell their shares directly to market makers
acting as principals, brokers or dealers, who may act as agent or acquire the
common stock as principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so while acting
as agent for the selling shareholders, to purchase, as principal, any unsold
shares at the price required to fulfill the respective broker's or dealer's
commitment to the selling shareholders.

Brokers or dealers who acquire shares as principals may thereafter resell such
shares from time to time in transactions in a market or on an exchange, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such re-sales may pay or
receive commissions to or from the purchasers of such shares. These transactions
may involve cross and block transactions that may involve sales to and through
other brokers ordealers. If applicable, the selling shareholders may distribute
shares to one or more of their partners who are unaffiliated with us. Such
partners may, in turn, distribute such shares as described above. We can
provide no assurance that all or any of the common stock offered will be sold
by the selling shareholders.

We are bearing all costs relating to the registration of the common stock.
These are estimated to be $15,000. The selling shareholders, however, will pay
any commissions or other fees payable to brokers or dealers in connection with
any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular,
during such times as the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:

1. Not engage in any stabilization activities in connection with our common
stock;

2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be required
by such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate broker-
dealer practices in connection with transactions in penny stocks. Penny stocks
are generally equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:

* contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to
a violation of such duties;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance of
the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct of
trading penny stocks; and
* contains such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:

* with bid and offer quotations for the penny stock;
* details of the compensation of the broker-dealer and its salesperson in
the transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
* monthly account statements showing the market value of each penny stock
held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV
89128.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:

DIRECTORS:

NAME OF DIRECTOR AGE

Ted Burylo 64
Jeff Murdock 36

EXECUTIVE OFFICERS:

NAME OF OFFICER AGE OFFICE
- --------------- ----- ------
Ted Burylo 64 President, Chief Executive Officer,
Treasurer, Principal Accounting Officer
and a Director

Jeff Murdock 36 Secretary and a Director

BIOGRAPHICAL INFORMATION

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

MR. TED BURYLO has acted as our president, chief executive officer treasurer
and as a director since our incorporation on January 15, 2004. He is an
independent businessman that provides consulting services to junior venture
companies. From March 2001 to January 2003, Mr. Burylo acted as online
marketing executive for Stockscape Network Group, Inc., a private investor
relations consulting and marketing firm for publicly trading companies.

Since August 2002 and October 2003 respectively, Mr. Burylo has acted as a
director of Algorithm Media Inc. and Bellhaven Ventures Inc., both of which are
reporting issuers in Alberta and British Columbia. Algorithm Media Inc. is
involved in the operation of a music recording studio. Bellhaven Ventures Inc.
is involved in the exploration of mineral properties.

Mr. Burylo does not have any professional training or technical credentials in
the exploration, development and operation of mines.

Mr. Burylo intends to devote 50% of his business time per week to our affairs.

MR. JEFF MURDOCK has acted as our secretary and as a director since January
21, 2004. Since March 1999 has acted as a corporate communications services
consultant for Iciena Ventures Inc., an Alberta and British Columbia reporting
company that is involved in silver and diamond property exploration.

TERM OF OFFICE

Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than the officers and directors described
above.

CONFLICTS OF INTEREST

We do not have any written procedures in place to address conflicts of interest
that may arise in our directors between our business and their other business
activities.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.

TITLE OF CLASS NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS

Common Stock Ted Burylo 2,500,000 32.43%
President, Chief
Executive Officer,
Principal Accounting
Officer, Director
455 Granville Street,
Suite 500
Vancouver, B.C.

Common Stock Jeff Murdock 2,500,000 32.43%
Secretary and Director
1422 East 3rd Avenue
Suite 201

Common Stock All officers and
directors as a group
That consists of two
people 5,000,000 64.86%

The percent of class is based on 7,710,000 shares of common stock issued and
outstanding as of the date of this prospectus.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

COMMON STOCK

As of April 6 , 2006, there were 7,710,000 shares of our common
stock issued and outstanding that are held by 30 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Two persons present and being, or representing by proxy,
shareholders are necessary to constitute a quorum at any meeting of our
stockholders. A vote by the holders of a majority of our outstanding shares is
required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the

event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

PREFERRED STOCK

We do not have an authorized class of preferred stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.

Dennis H. Johnston, a Professional Law Corporation, has provided an opinion on
the validity of our common stock. We retained him solely for the purpose of
providing this opinion and have not received any other legal services from him.

The financial statements included in this prospectus and the registration
statement have been audited by Dale Matheson Carr-Hilton LaBonte, Chartered
Accountants, to the extent and for the periods set forth in their report
appearing elsewhere in this document and in the registration statement filed
with the SEC, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on January 15, 2004 under the laws of the state of Nevada.
On that date, Ted Burylo was appointed as president, secretary, chief executive
officer, principle accounting officer and director. Mr. Burylo acts as our sole
promoter. Mr. Murdock was appointed as our secretary and a director on January
21, 2004. Concurrently, Ted Burylo resigned as our secretary.

Mr. Burylo has not received, and has no agreement to receive, anything of value,
directly or indirectly, from us.

DESCRIPTION OF BUSINESS

IN GENERAL

We intend to commence operations as an exploration stage company. We will be
engaged in the acquisition and exploration of mineral properties with a view to
exploiting any mineral deposits we discover that demonstrate economic
feasibility. We own a 100% interest in eight contiguous lode mineral claims
collectively known as the Surprise Lake property and also referred to as the
Short claims. There is no assurance that a commercially viable mineral deposit
exists on the property. Further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.

Our plan of operation is to conduct exploration work on the Surprise Lake
property in order to ascertain whether it possesses economic quantities of gold,
tungsten and molybdenite. There can be no assurance that economic mineral
deposits or reserves exist on the Surprise Lake property until appropriate
exploration work is done and an economic evaluation based on such work concludes
that production of minerals from the property is economically feasible.

Even if we complete our proposed exploration programs on the Surprise Lake
property and they are successful in identifying a mineral deposit, we will have
to spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.

DESCRIPTION, LOCATION AND ACCESS

The Surprise Lake Property is located approximately 22 miles northeast of Atlin,
British Columbia at the north end of Surprise Lake. Atlin is located on the
east shore of Atlin Lake in northwestern British Columbia and is approximately
61 miles south of Jakes Corner, Yukon on the Alaska Highway and approximately
113 miles from Whitehorse, Yukon. A community air strip enables air access by
small planes into Atlin. The south end of Surprise Lake may be accessed by
local roads that are passable by wheeled vehicles in the summer months and by

snowmobiles in winter. The north end of the lake can be reached by circuitous
routes comprising placer miners' roads.

Surprise Lake is about 16 miles long, varies in width from about 0.62 miles to
1.86 miles across and is oriented north-northeasterly in a sub-alpine valley.
The nearby terrain is typically post-glacial and features gentle slopes and
poplar thickets of willow brush and berry bushes, sparse evergreen stands and
poplar thickets. The lake is at an elevation of 3,090 feet and surrounding
mountain ranges rise to about 6,561 feet. The claims are located in the valley
bottom of upper Pine Creek that enters the north end of Surprise Lake.

The Atlin area enjoys a favorable climate with warm summers, cold winters and
only slight precipitation, equally in the form of rain and snow. Permafrost is
present in sheltered areas, but is not a serious impediment to mining
operations.

SURPRISE LAKE PROPERTY STAKING AND PURCHASE AGREEMENT

On January 29, 2004, we entered into an agreement with Mr. Peter Burjoski of
Atlin, British Columbia, whereby he agreed stake and sell to us a total of eight
mineral claims located approximately 22 miles northeast of Atlin, British
Columbia in an area having the potential to contain gold, tungsten and
molybdenum mineralization or deposits. In order to acquire a 100% interest in
these claims, we paid $5,000 to Mr. Burjoski.

EXPLORATION HISTORY

The Atlin mining district, inclusive of the Surprise Lake property, achieved
recognition in 1898 with the discovery of placer gold. The term placer refers
to the natural tendency of heavy minerals to sink in moving water. Gold, due to
its high density and coupled with the effect of gravity, will naturally
concentrate and settle in areas of moving streams and lakes where other, lighter
substances have been carried away by the flow of water and other moving
particles.

Following the 1898 discovery, several government geological reconnaissance
missions were sent to the Atlin area where attention was focused on placer mines
and the interpretation of glacial history as a guide to prospective areas of
gold accumulation.

Although mining exploration in this area was most active from 1898 through 1910,
it has been continuous through the present time. During the 1970s, technical
surveys and drillings were conducted on molybdenum deposits west of Surprise
Lake. A regional geochemical survey of Atlin was completed in 1977 and
geochemists of the Geological Survey of Canada conducted field studies in
selected parts of the Atlin district as part of the focused geological
initiative.

In recent years, staff of the Geological Survey Branch have undertaken a number
of focused initiatives in the area, particularly with respect to potential
mineralized areas located in a northwesterly trending belt that lies immediately
east of Atlin Lake and nearby placer mining areas.

GEOLOGICAL ASSESSMENT REPORT: SURPRISE LAKE PROPERTY

We have obtained a geological summary report on the Surprise Lake property that
was prepared by Mr. Erik A. Ostensoe, a professional geologist, of Vancouver,
British Columbia. The report discusses the geology of the area surrounding and
particular to the Surprise Lake property, and makes a recommendation for further
exploration work.

In his report, Mr. Ostensoe concludes that the Surprise Lake property has
the potential to host skarn mineral deposits. A skarn is broadly defined as a
concentration of volcanic rocks that are found alongside and host occurrences of
ore. Since skarns are often associated with mineralization, they are generally
targets for mineral exploration.

CONCLUSIONS

Mr. Ostensoe, the author of the geological report on the Surprise Lake property,
believes that the area has potential for skarn occurrences of gold, tungsten and
molybdenum. Since placer gold in nearby streams has not been related to any
source, he recommends that all drainages in and near the claims be prospected by
panning techniques. Further exploration for placer gold bearing channels may
involve the use of seismic refraction surveys to locate and delineate buried
channels. Heavy equipment may be required to excavate and access the gravels
therein. Investigation of possible bedrock sources related to anomalous
geochemical results may require one or more geophysical surveys. Geophysical
surveying is the search for mineral deposits by measuring the physical property
of near-surface rocks, and looking for unusual responses caused by the presence
of mineralization. Electrical, magnetic, gravitational, seismic and radioactive
properties are the ones most commonly measured.

An initial examination could be completed in about two to three weeks. Costs
including wages, camp, access, transportation and contingencies are estimated to
be less than $15,000.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the Province of British Columbia, specifically. The
governmental agencies responsible for overseeing the exploration of minerals in
Canada are primarily the Ministry of Natural Resources Canada and the Ministry
of the Environment.. In British Columbia, the responsible government agency is
the Ministry of Energy, Mines and Petroleum Resources.

Under these laws, prior to production, we have the right to explore the
property, subject only to a notice of work which may entail posting a bond. In
addition, production of minerals in the Province of British Columbia will
require prior approval of applicable governmental regulatory agencies. We can
provide no assurance to investors that such approvals will be obtained. The
cost and delay involved in attempting to obtain such approvals cannot be known
at this time.

We have budgeted for regulatory compliance costs in the proposed work program
recommended by the geological report. Such costs will be less than $500 and
will consist of having any significant soil or rock that is moved during the
exploration process returned to its original location. Soil and rock movement
during proposed exploration is anticipated to be negligible.

We will have to sustain the cost of reclamation and environmental mediation for
all exploration (and development) work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the recommended work program.
However, it is anticipated that such costs will not exceed $20,000 for future
exploration phases. Because there is presently no information on the size,
tenor, or quality of any resource or reserve at this time, it is impossible to
assess the impact of any capital expenditures on earnings, our competitive
position or us in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in phase one because the impact on the
project area is greater. Permits and regulations will control all aspects of
any production program if the project continues to that stage because of the
potential impact on the environment. Examples of regulatory requirements
include:

- Water discharge will have to meet water standards;

- Dust generation will have to be minimal or otherwise re-mediated;

- Dumping of material on the surface will have to be re-contoured and
re-vegetated;

- An assessment of all material to be left on the surface will need
to be environmentally benign;

- Ground water will have to be monitored for any potential
contaminants;

- The socio-economic impact of the project will have to be evaluated
and if deemed negative, will have to be re-mediated; and

- There will have to be an impact report of the work on the local
fauna and flora.

During the exploration phase, a bond will need to be provided covering possible
land disturbance. In the case of normal fieldwork, this should be minimal. The
costs of compliance with environmental regulations in the production phase are
variable and cannot be determined at this time.

EMPLOYEES

We have no employees as of the date of this prospectus other than our two
directors.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any other research or development expenditures since our
incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

REPORTS TO SECURITY HOLDERS

Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities & Exchange
Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street,, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced exhibits can also
be found on this site.

PLAN OF OPERATIONS

Our plan of operation for the twelve months following the date of this
prospectus is to complete the recommended exploration program on the Surprise
Lake property consisting of panning techniques, a seismic refraction survey,
excavation, and one or more of an electromagnetic, magnetic, resistivity and
induced polarization survey. We anticipate that the program will cost
approximately $15,000. To date, we have not commenced exploration on the
Surprise Lake property.

Panning involves placing loose soil and water in a container shaped like a
frying pan. Through movement of the soil in the water, heavier minerals, such
as gold, are separated from lighter material in the soil. The technique is used
to determine the whether valuable minerals are present in surface soil on the
property. Panning is usually conducted by a geologist or his assistant.

Seismic refraction surveys are used in mineral exploration to define flat to
moderately-dipping deposits by determine soil and rock mass. A geologist uses a
machine known as a seismograph in order to determine distances of certain rocks
from sound emitted by the seismograph. The results provide the geologist with
information concerning the distance of rock formations underneath the earth's
surface.

Excavation will involve removing the surface soil using a backhoe or bulldozer.
Our consulting geologist will then take rock and soil samples from the bedrock
below and analyze them for mineral content.

Electromagnetic surveys involve measuring whether or not rocks on the surface
and subsurface of the property conduct electricity. Copper and gold are
excellent conductors of electricity. Areas of high conductivity are targets for
follow-up exploration.

Magnetic surveys involve searching for changes in the magnetic field over
property areas. Magnetic anomalies may be a result of accumulations of certain
magnetic rocks such as phrrhotite, hematite and magnetite. These rock types are
often found alongside base metals such as copper, zinc and nickel, or precious
metals such as gold and silver.

Resistivity surveying involves measuring the flow of electrical current through
subsurface layers of rock. The results help detect lateral and vertical changes
in subsurface electrical properties.

Induced polarization surveys measure various electrical responses to the passage
of alternating currents of different frequencies.

For each of the above surveys, the geologist and an assistant use hand held
equipment that provides readings that can indicate the potential for certain
types of mineral deposits to be present.

In the next 12 months, we also anticipate spending an additional $15,000 on
professional fees and administrative expenses, including fees payable in
connection with the filing of this registration statement and complying with
reporting obligations.

Total expenditures over the next 12 months are therefore expected to be
$30,000.

Our cash reserves are not sufficient to meet our obligations for the next
twelve-month period. As a result, we will need to seek additional funding in
the near future. We currently do not have a specific plan of how we will obtain
such funding; however, we anticipate that additional funding will be in the form
of equity financing from the sale of our common stock. We may also seek to
obtain short-term loans from our directors, although no such arrangement has
been made. At this time, we cannot provide investors with any assurance that we

will be able to raise sufficient funding from the sale of our common stock or
through a loan from our directors to meet our obligations over the next twelve
months. We do not have any arrangements in place for any future equity
financing.

As well, in order to determine whether the Surprise Lake property contains
economic mineralization, it is likely that we will have to spend in excess of an
additional $2,000,000. We would expect to incur these expenses over five years
following the completion of the proposed exploration discussed above. Such
funds would either be raised through the sale of our common stock or by
approaching a joint venture partner, likely a larger mineral exploration and
development company, to provide the required funding in consideration of an
interest in the property. We have not undertaken any efforts to locate a joint
venture partner.

Even once we have completed all proposed exploration on the Surprise Lake
property, we will need to commission a feasibility study, prepared by a
professional geologist, which will determine whether mining operations are
justified based on the costs to erect mining facilities on the property and the
current sale prices of the mineralization discovered. We estimate that the cost
of such a feasibility study would be $250,000. This study would be completed
following our completion of the additional $2,000,000 in exploration that would
be necessary to determine whether the property contains economic mineralization,
or in approximately six years.

We do not expect to earn any revenue from operations until we have either
commenced mining operations on the Surprise Lake property or have sold an
interest in the property to a third party. Before this occurs, we expect that
we will have to complete current recommended exploration on the property, as
well as additional exploration recommended by a geologist.

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the small business issuer's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

RESULTS OF OPERATIONS FOR PERIOD ENDING DECEMBER 31 , 2005

We have not earned any revenues from our incorporation on January 15, 2004 to
December 31 , 2005. We do not anticipate earning revenues unless
we enter into commercial production on the Surprise Lake property, which is
doubtful. We have not commenced the exploration stage of our business and can
provide no assurance that we will discover economic mineralization on the
property, or if such minerals are discovered, that we will enter into commercial
production.

We incurred operating expenses in the amount of $ 26,576 for the
period from our inception on January 15, 2004 to December 31 ,
2005. These operating expenses were comprised of $7,000 for mineral property
expenditures, $ 16,208 in accounting and audit fees,
$ 1,057 in office and miscellaneous fees , $1,209 in
filing fees and $500 in management fees .

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

DESCRIPTION OF PROPERTY

We own a 100% interest in eight lode mineral claims comprising the Surprise Lake
property. We do not own or lease any property other than the Surprise Lake
property.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the nine month period ended December 31, 2005, we paid management fees
of $500 to one of our directors, Jeff Murdock.

Otherwise, n one of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Our sole promoter, Ted Burylo;
* Any member of the immediate family of any of the foregoing persons.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

There is presently no public market for our common stock. We anticipate
applying for trading of our common stock on the over the counter bulletin board
upon the effectiveness of the registration statement of which this prospectus
forms a part. However, we can provide no assurance that our shares will be
traded on the bulletin board or, if traded, that a public market will
materialize. As well, there is no assurance that our stock may be resold at the
offered price if and when an active secondary market might develop. Even if
developed, a public market for our securities may not be sustained.

We have not taken any steps to engage a market-marker to apply for quotation on
the OTC Bulletin Board on our behalf. If we are able to engage a market-maker,
we anticipate that it will take approximately two months for our securities to
be quoted on the OTC Bulletin Board following submission of the application.
However, there is no guarantee that our application will be approved. Even if
we obtain an OTC Bulletin Board quotation, there is no assurance that there will
be a liquid market for our stock.

STOCKHOLDERS OF OUR COMMON SHARES

As of the date of this registration statement, we have 30 registered
shareholders.

RULE 144 SHARES

A total of 2,500,000 shares of our common stock are available for resale to the
public after January 20, 2005 and a total of 2,500,000 shares of our common
stock are available for resale to the public after January 23, 2005 in
accordance with the volume and trading limitations of Rule 144 of the Act. In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:

1. 1% of the number of shares of our common stock then outstanding which,
in our case, will equal 76,100 shares as of the date of this prospectus; or

2. the average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on Form 144 with respect
to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of
the 5,000,000 shares that may be sold pursuant to Rule 144.

REGISTRATION RIGHTS

We have not granted registration rights to the selling shareholders or to any
other persons.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course
of business; or

2. our total assets would be less than the sum of our total liabilities plus
the amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period s ended March 31, 2004 and 2005 and
subsequent to that period to the date of this prospectus.

ANNUAL COMPENSATION

Other
Restricuted Options/ LTIP
Stock * SARs Payouts Other
Name Title Year Salary Bonus Comp. Awarded (#) ($) Comp.

Ted Burylo Pres., CEO & Director 2006 $0 0 0 0 0 0 0
2005 $0 0 0 0 0 0 0
2004 $0 0 0 0 0 0 0

Jeff Murdock Sec. and 2006 $0 0 500 0 0 0 0
Director 2005 $0 0 0 0 0 0 0
2004 $0 0 0 0 0 0 0

STOCK OPTION GRANTS

We have not granted any stock options to the executive officers since our
inception.

CONSULTING AGREEMENTS

We do not have any employment or consulting agreement with Mr. Burylo or Mr.
Murdock. We do not pay them any amount for acting as a director.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS:

1. Report of Independent Registered Public Accounting Firm;

2. Audited financial statements for the period ending March 31, 2005 and 2004,
including:

a. Balance Sheets;

b. Statements of Operations;

c. Statements of Cash Flows;

d. Statements of Stockholders' Equity; and

e. Notes to the Financial Statements

3. Interim financial statements for the period ending December
31 , 2005, including:

a. Balance Sheets;

b. Statements of Operations;

c. Statements of Cash Flows;

d. Statements of Stockholders' Equity; and

e. Notes to the Financial Statements

AZZORO INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

MARCH 31, 2005 AND 2004

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO THE FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Azzoro Inc.

We have audited the balance sheets of Azzoro Inc. (an exploration stage company)
as at March 31, 2005 and March 31, 2004 and the statements of operations,
stockholders' equity and cash flows for the year ended March 31, 2005, the
period from inception on January 15, 2004 to March 31, 2004 and the period from
inception on January 15, 2004 to March 31, 2005. 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 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 an audit to obtain reasonable assurance 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 provide a
reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at March 31, 2005 and March
31, 2004 and the statements of operations, stockholders' equity and cash flows
for the year ended December 31, 2005, the period from inception on January 15,
2004 to March 31, 2004 and the period from inception on January 15, 2004 to
March 31, 2005 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, to date the Company has reported losses since inception of
operations and requires additional funds to meet its obligations and fund the
costs of its operations. These factors raise doubt about the Company's ability
to continue as a going concern. Management's plans in this regard are described
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

"Dale Matheson Carr-Hilton LaBonte"

CHARTERED ACCOUNTANTS
Vancouver, B.C.
July 4, 2005

AZZORO INC.
(An Exploration Stage Company)
BALANCE SHEETS
March 31, 2005 and 2004

2005 2004

ASSETS

CURRENT ASSETS
Cash $ 22,429 $ 26,371

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 7,111 $ 2,930

NATURE AND CONTINUANCE OF OPERATIONS (NOTE 1)

STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized:
75,000,000 common shares, $0.001 par value,
Issued and outstanding:
7,710,000 common shares (March 31, 2004 - 7,700,000) 7,710 7,700
Additional paid in capital 26,290 24,300
Deficit accumulated during the exploration stage ( 18,682) ( 8,559)
15,318 23,441

$ 22,429 $ 26,371

The accompanying notes are an integral part of these financial statements

AZZORO INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
for the year ended March 31, 2005, for the period from
January 15, 2004 (inception) to March 31, 2004 and
for the period from January 15, 2004 (inception) to March 31, 2005

Year January 15, January 15,
ended 2004 2004,
March 31, (Inception) to (Inception) to
March 31, March 31,

2005 2004 2005

Expenses
Accounting and audit fees $ 7,284 $ 2,930 $ 10,214
Filing 685 - 685
Office and miscellaneous 154 629 783
Mineral property costs (Note 3) 2,000 5,000 7,000

Net loss for the period $ 10,123 $ 8,559 $ 18,682

Basic loss per share $ 0.00 $ 0.00

Weighted average number of shares 7,709,548 5,464,474
outstanding

The accompanying notes are an integral part of these financial statements

AZZORO INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
for the year ended March 31, 2005, for the period from
January 15, 2004 (inception) to March 31, 2004 and
for the period from January 15, 2004 (inception) to March 31, 2005

Year January 15, 2004 January 15, 2004
ended (Inception) to (Inception) to
March 31, March 31, March 31,

2005 2004 2005

Operating Activities
Net loss for the period $( 10,123) $( 8,559) $( 18,682)
Change in non-cash working capital balance
related to operations
Accounts payable and accrued
Liabilities 4,181 2,930 7,111

Net Cash used in operating activities ( 5,942) ( 5,629) ( 11,571)

Financing Activity
Proceeds on sale of common stock 2,000 32,000 34,000

Net Cash from financing activity 2,000 32,000 34,000

(Decrease) increase in cash during the period (3,942) 26,371 22,429

Cash, beginning of the period 26,371 - -

Cash, end of the period $ 22,429 $ 26,371 $ 22,429

Supplemental cash flow information:
Interest paid $ - $ - $ -

Income taxes paid $ - $ - $ -

The accompanying notes are an integral part of these financial statements

AZZORO INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period January 15, 2004 (Inception) to March 31, 2005

Deficit
Accumulated
Additional During the

Common Shares Paid-in Exploration
Number Par Value Capital Stage Total

Balance, January 15, 2004 - $ - $ - $ - $ -

Capital stock issued for cash
- at $0.001 per share 5,000,000 5,000 - - 5,000
- at $0.01 per share 2,700,000 2,700 24,300 - 27,000
Net loss for the period - - - (8,559) ( 8,559)

Balance, March 31, 2004 7,700,000 7,700 24,300 (8,559) 23,441

Capital stock issued for cash
- at $0.20 per share 10,000 10 1,990 - 2,000
Net loss for the period - - - (10,123) (10,123)

Balance, March 31, 2005 7,710,000 $ 7,710 $ 26,290 $ (18,682) $ 15,318

The accompanying notes are an integral part of these financial statements

AZZORO INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2005

Note 1 Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on January 15, 2004
and is in the exploration stage. The Company has acquired a mineral
property located in the Province of British Columbia, Canada and has
not yet determined whether this property contains reserves that are
economically recoverable. The recoverability of costs incurred for
acquisition and exploration of the property will be dependent upon the
discovery of economically recoverable reserves, confirmation of the
Company's interest in the underlying property, the ability of the
Company to obtain necessary financing to satisfy the expenditure
requirements under the property agreement and to complete the
development of the property and upon future profitable production or
proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis
which assumes that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business for the
foreseeable future. The Company has incurred losses since inception
resulting in an accumulated deficit of $18,682 and further losses are
anticipated in the development of its business raising doubt about the
Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company generating
profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. Management intends
to finance operating costs over the next twelve months with existing
cash on hand and loans form directors and or private placement of
common stock.

Note 2 Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars.

Exploration Stage Company

The Company complies with Financial Accounting Standards Board
Statement No. 7 and Securities and Exchange Commission Act Guide 7 for
its characterization of the Company as an exploration stage enterprise.

Note 2 Summary of Significant Accounting Policies - (cont'd)

Mineral Property

Mineral property acquisition, exploration and development costs are
expensed as incurred until such time as economic reserves are
quantified. To date the Company has not established any proven or
probable reserves on its mineral properties. The Company has adopted
the provisions of SFAS No. 143 "Accounting for Asset Retirement
Obligations" which establishes standards for the initial measurement
and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising
from the acquisition, construction or development and for normal
operations of such assets. The adoption of this standard has had no
effect on the Company's financial position or results of operations.
As at March 31, 2005, any potential costs relating to the retirement of
the Company's mineral property interest are not yet determinable.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the period. Actual results could differ from those
estimates.

Foreign Currency Translation

The financial statements are presented in United States dollars. In
accordance with Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation", foreign denominated monetary assets and
liabilities are translated into their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date.
Revenue and expenses are translated at average rates of exchange during
the year. Gains or losses resulting from foreign currency transactions
are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion that
the Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments.

Note 2 Summary of Significant Accounting Policies - (cont'd)

Environmental Costs

Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not
contribute to current or future revenue generation, are expensed.
Liabilities are recorded when environmental assessments and/or remedial
efforts are probable, and the cost can be reasonably estimated.
Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or the Company's commitments to plan
of action based on the then known facts.

Income Taxes

The Company follows the liability method of accounting for income
taxes. Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to
differences between the financial statement carrying values and their
respective income tax basis (temporary differences). The effect on
deferred income tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

At March 31, 2005 a full deferred tax asset valuation allowance has
been provided and no deferred tax asset benefit has been recorded.

Basic and Diluted Loss Per Share

Basic earnings per share includes no dilution and is computed by
dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period. Dilutive
earnings per share reflects the potential dilution of securities that
could share in the earnings of the Company. Because the Company does
not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.

Stock-based Compensation

In December 2002, the Financial Accounting Standards Board ("FASB")
issued Financial Accounting Standard No. 148, "Accounting for Stock-
Based Compensation - Transition and Disclosure" ("SFAS No. 148"), an
amendment of Financial Accounting Standard No. 123 "Accounting for
Stock-Based Compensation" ("SFAS No. 123"). The purpose of SFAS No.
148 is to: (1) provide alternative methods of transition for an entity
that voluntarily changes to the fair value based method of accounting
for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on
reported net income of an entity's accounting policy decisions with
respect to stock-based employee compensation, and (3) to require
disclosure of those effects in interim financial information.

Note 2 Summary of Significant Accounting Policies - (cont'd)

Stock-based Compensation - (cont'd)

The Company has elected to account for stock-based employee
compensation arrangements in accordance with the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", ("APB No. 25") and comply with the disclosure
provisions of SFAS No. 123 as amended by SFAS No. 148 as described
above. In addition, in accordance with SFAS No. 123 the Company will
apply the fair value method using the Black-Scholes option-pricing
model in accounting for options granted to consultants. Under APB No.
25, compensation expense for employees is recognized based on the
difference, if any, on the date of grant between the estimated fair
value of the Company's stock and the amount an employee must pay to
acquire the stock. Compensation expense is recognized immediately for
past services and pro-rata for future services over the option-vesting
period. To March 31, 2005 the Company has not granted any stock
options.

The Company accounts for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance
with SFAS No. 123 and the conclusions reached by the Emerging Issues
Task Force in Issue No. 96-18. Costs are measured at the estimated fair
market value of the consideration received or the estimated fair value
of the equity instruments issued, whichever is more reliably
measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earliest of a
performance commitment or completion of performance by the provider of
goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No. 44, Accounting for Certain
Transactions Involving Stock Compensation - An Interpretation of APB
Opinion No. 25 ("FIN 44"), which provides guidance as to certain
applications of APB 25. FIN 44 is generally effective July 1, 2000 with
the exception of certain events occurring after December 15, 1998.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets - An Amendment of APB Opinion No. 29". The guidance
in APB Opinion No. 29, "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

Note 2 Summary of Significant Accounting Policies - (cont'd)

Recent Accounting Pronouncements - (cont'd)

results of operations or financial position.

In December 2004, the FASB issued SFAS No. 123R, "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 provided in SFAS 123 as originally issued and EITF Issue No.
96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction 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 an 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 liability 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 (other than
those filing as small business issuers) will be required to apply SFAS
123R as of the first interim or annual reporting period that begins
after June 15, 2005. 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.
Management is currently evaluating the impact, which the adoption of
this standard will have on the Company's results of operations or
financial position.

Note 3 Mineral Property

Shorts Claims

By a mineral property staking and purchase agreement dated January 29,
2004, the Company acquired a 100% undivided right, title and interest
in and to eight mineral claims, known as "Shorts Claims", located in
the province of British Columbia, Canada by the payment of $5,000.
During the year the Company also incurred $2,000 of mineral property
costs. To date the Company has incurred costs of $7,000 on the Short
Claims.

Note 3 Mineral Property - (cont'd)

Shorts Claims (cont'd)

The Property is held in trust for the Company. Upon request from the
Company the title will be recorded in the name of the Company with the
appropriate mining recorder. At March 31, 2005 the title to the
Property has not been recorded in the name of the Company.

Note 4 Capital Stock

The total number of common shares authorized that may be issued by the
Company is 75,000,000 shares with a par value of one tenth of one cent
($0.001) per share and no other class of shares is authorized.

During the period from January 15, 2004 (Inception) to March 31, 2004
the Company issued 7,700,000 shares of common stock for total proceeds
of $32,000. During the year ended March 31, 2005 the Company issued
10,000 shares of common stock for total proceeds of $2,000. At March
31, 2005 there were no outstanding stock options or warrants.

Note 5 Income Taxes

The significant components of the Company's deferred tax assets are as
follows:

March 31, March 31,
2005 2004

Deferred Tax Assets
Non-capital loss carryforward $ 2,802 $ 1,284
Less: valuation allowance for deferred tax asset ( 2,802) ( 1,284)

$ - $ -

There were no temporary differences between the Company's tax and
financial bases that result in deferred tax assets, except for the
Company's net operating loss carryforwards amounting to approximately
$18,700 at March 31, 2005 which may be available to reduce future
year's taxable income. These carryforwards will expire, if not
utilized, commencing in 2025. Management believes that the realization
of the benefits from these deferred tax assets appears uncertain due to
the Company's limited operating history and continuing losses.
Accordingly a full, deferred tax asset valuation allowance has been
provided and no deferred tax asset benefit has been recorded.

AZZORO INC.

(AN EXPLORATION STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2005

(Unaudited)

BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS

INTERIM STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO THE INTERIM FINANCIAL STATEMENTS

AZZORO INC.
(An Exploration Stage Company)
BALANCE SHEETS

December 31, March 31,

2005 2005
(Unaudited) (Unaudited)

ASSETS

CURRENT ASSETS
Cash $ 11,098 $ 22,429

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 3,674 $ 7,111

NATURE AND CONTINUANCE OF OPERATIONS (Note 1)

STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized:
75,000,000 common shares, $0.001 par value
Issued and outstanding:
7,710,000 common shares (March 31, 2005 - 7,710,000) 7,710 7,710
Additional paid in capital 26,290 26,290
Deficit accumulated during the exploration stage ( 26,576) ( 18,682)

7,424 15,318

$ 11,098 $ 22,429

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

AZZORO INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)

January 15, 2004
Three months ended Nine months ended (Inception) to
December 31, December 31, December 31,

2005 2004 2005 2004 2005

Expenses
Accounting and audit fees $ 2,138 $ 1,928 $ 5,994 $ 3,749 $ 16,208
Filing 602 539 1,126 539 1,811
Management 500 - 500 - 500
Mineral property costs (Note 3) - - - - 7,000
Office and miscellaneous 22 126 274 281 1,057

Net loss $ 3,262 $ 2,593 $ 7,894 $ 4,569 $ 26,576

Basic loss per share $ 0.00 $ 0.00 $ 0.00 $ 0.00

Weighted average number of shares 7,710,000 7,710,000 7,710,000 7,709,400
outstanding

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

AZZORO INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)

January 15, 2004
Nine months ended (Inception) to
December 31, December 31,

2005 2004 2005

Operating Activities
Net loss $( 7,894) $( 4,569) $( 26,576)
Change in non-cash working capital balance related to
operations
Accounts payable and accrued
liabilities ( 3,437) 646 3,674

Net Cash used in operations ( 11,331) ( 3,923) ( 22,902)

Financing Activities
Proceeds on sale of common stock - 2,000 34,000

Net Cash from financing activities - 2,000 34,000

Increase (Decrease) increase in cash during the period ( 11,331) (1,923) 11,098

Cash, beginning 22,429 26,371 -

Cash, end $ 11,098 $ 24,448 $ 11,098

Supplemental cash flow information:
cash paid for $ - $ - $ -

Income taxes $ - $ - $ -

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

AZZORO INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period January 15, 2004 (Inception) to December 31, 2005
(Unaudited)

Deficit the
Accumulated
Additional During the

Common Shares Paid-in Exploration
Number Par Value Capital Stage Total

Balance, January 15, 2004 - $ - $ - $ - $ -

Capital stock issued for cash
- at $0.001 per share 5,000,000 5,000 - - 5,000
- at $0.01 per share 2,700,000 2,700 24,300 - 27,000
Net loss - - - (8,559) ( 8,559)

Balance, March 31, 2004 7,700,000 7,700 24,300 (8,559) 23,441

Capital stock issued for cash
- at $0.20 per share 10,000 10 1,990 - 2,000
Net loss - - - (10,123) (10,123)

Balance, March 31, 2005 7,710,000 7,710 26,290 (18,682) 15,318
Net loss - - - ( 7,894) ( 7,894)

Balance, December 31, 2005 7,710,000 $ 7,710 $ 26,290 $ (26,576) $ 7,424

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

AZZORO INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
December 31, 2005
(Unaudited)

Note 1 Nature and Continuance of Operations

These financial statements have been prepared on a going concern basis
which assumes that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business for the
foreseeable future. The Company has incurred losses since inception
resulting in an accumulated deficit of $26,576 and further losses are
anticipated in the development of its business raising doubt about the
Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company generating
profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. Management intends
to finance operating costs over the next twelve months with existing
cash on hand and loans from directors and or private placement of
common stock.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been
prepared in accordance with United States generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-QSB of Regulation S-B. They may not include all information
and footnotes required by United States generally accepted accounting
principles for complete financial statements. However, except as
disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the
period ended March 31, 2005 included in the Company's SB-2 filed with
the Securities and Exchange Commission. The interim unaudited financial
statements should be read in conjunction with those financial
statements included in the Form SB-2. In the opinion of Management, all
adjustments considered necessary for a fair presentation, consisting
solely of normal recurring adjustments, have been made. Operating
results for the nine months ended December 31, 2005 are not necessarily
indicative of the results that may be expected for the year ending
March 31, 2006.

Note 2 Summary of Significant Accounting Policies

Exploration Stage Company

The Company complies with the Financial Accounting Standards Board
Statement ("FASB") No. 7 and Securities for its characterization of
the Company as an exploration stage enterprise.

Mineral Property

Mineral property acquisition, exploration and development costs are
expensed as incurred until such time as economic reserves are
quantified. To date the Company has not established any proven or
probable reserves on its mineral properties. The Company has adopted
the provisions of SFAS No. 143 "Accounting for Asset Retirement
Obligations" which establishes standards for the initial measurement
and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising
from the acquisition, construction or development and for normal
operations of such assets. The adoption of this standard has had no
effect on the Company's financial position or results of operations.
As at December 31, 2005, any potential costs relating to the retirement
of the Company's mineral property interest has not been determined.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with United
States generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the period. Actual results
could differ from those estimates.

Foreign Currency Translation

The financial statements are presented in United States dollars. In
accordance with Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation", foreign denominated monetary assets and
liabilities are translated into their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date.
Non monetary assets and liabilities are translated at exchange rates
prevailing at the transaction date. Revenue and expenses are translated
at average rates of exchange during the period. Gains or losses
resulting from foreign currency transactions are included in results of
operations.

Note 2 Summary of Significant Accounting Policies - (cont'd)

Fair Value of Financial Instruments

Environmental Costs

Income Taxes

At December 31, 2005 a full deferred tax asset valuation allowance has
been provided and no deferred tax asset benefit has been recorded.

Basic and Diluted Loss Per Share

Note 2 Summary of Significant Accounting Policies - (cont'd)

Stock-based Compensation

In December 2002, the FASB issued Financial Accounting Standard
No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure" ("SFAS No. 148"), an amendment of Financial Accounting
Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123"). The purpose of SFAS No. 148 is to: (1) provide alternative
methods of transition for an entity that voluntarily changes to the
fair value based method of accounting for stock-based employee
compensation, (2) amend the disclosure provisions to require prominent
disclosure about the effects on reported net income of an entity's
accounting policy decisions with respect to stock-based employee
compensation, and (3) to require disclosure of those effects in interim
financial information.

The Company has elected to account for stock-based employee
compensation arrangements in accordance with the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", ("APB No. 25") and comply with the disclosure
provisions of SFAS No. 123 as amended by SFAS No. 148 as described
above. In addition, in accordance with SFAS No. 123 the Company will
apply the fair value method using the Black-Scholes option-pricing
model in accounting for options granted to consultants. Under APB No.
25, compensation expense for employees is recognized based on the
difference, if any, on the date of grant between the estimated fair
value of the Company's stock and the amount an employee must pay to
acquire the stock. Compensation expense is recognized immediately for
past services and pro-rata for future services over the option-vesting
period. To December 31, 2005 the Company has not granted any stock
options or recoded any stock based compensation expense.

The Company accounts for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance
with SFAS No. 123 and the conclusions reached by the Emerging Issues
Task Force ("EITF") in Issue No. 96-18. Costs are measured at the
estimated fair market value of the consideration received or the
estimated fair value of the equity instruments issued, whichever is
more reliably measurable. The value of equity instruments issued for
consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by
the provider of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the FASB Interpretation
No. 44, Accounting for Certain Transactions Involving Stock
Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"),
which provides guidance as to certain applications of APB 25. FIN 44 is
generally effective July 1, 2000 with the exception of certain events
occurring after December 15, 1998.

Note 2 Summary of Significant Accounting Policies - (cont'd)

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123R, "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 provided in SFAS 123 as originally issued and EITF Issue No.
96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction 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 an 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 liability 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.

Note 2 Summary of Significant Accounting Policies - (cont'd)

Recent Accounting Pronouncements - (cont'd)

Public entities (other than those filing as small business issuers)
will be required to apply SFAS 123R as of the first interim or annual
reporting period that begins after June 15, 2005. 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. Management is currently evaluating the impact, which the
adoption of this standard will have on the Company's results of
operations or financial position.

In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting
for Conditional Asset Retirement Obligations, an interpretation of FASB
Statement No. 143" (FIN 47). Asset retirement obligations (AROs) are
legal obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development and/or
normal operation of a long-lived asset, except for certain obligations
of lessees. FIN 47 clarifies that liabilities associated with asset
retirement obligations whose timing or settlement method are
conditional on future events should be recorded at fair value as soon
as fair value is reasonably estimable. FIN 47 also provides guidance on
the information required to reasonably estimate the fair value of the
liability. FIN 47 is intended to result in more consistent recognition
of liabilities relating to AROs among companies, more information about
expected future cash outflows associated with those obligations
stemming from the retirement of the asset(s) and more information about
investments in long-lived assets because additional asset retirement
costs will be recognized by increasing the carrying amounts of the
assets identified to be retired. FIN 47 is effective for fiscal years
ending after December 15, 2005. Management is currently evaluating the
impact, which the adoption of this standard will have on the Company's
financial statements.

In May 2005, the FASB issued SFAS 154, Accounting Changes and Error
Corrections. This Statement replaces APB Opinion No. 20, Accounting
Changes, and SFAS No. 3, Reporting Accounting Changes in Interim
Financial Statements, and changes the requirements for the accounting
for and reporting of a change in accounting principle. This Statement
applies to all voluntary changes in accounting principle. Management
believes this Statement will have no impact on the financial statements
of the Company.

Note 2 Summary of Significant Accounting Policies - (cont'd)

Recent Accounting Pronouncements - (cont'd)

In November 2005, FASB issued FSP FAS 115-1 and FAS 124-1, "The Meaning
of Other-Than-Temporary Impairment and Its Application to Certain
Investments" ("FSP FAS 115-1"), which provides guidance on determining
when investments in certain debt and equity securities are considered
impaired, whether that impairment is other-than-temporary, and on
measuring such impairment loss. FSP FAS 115-1 also includes accounting
considerations subsequent to the recognition of an other-than temporary
impairment and requires certain disclosures about unrealized losses
that have not been recognized as other-than-temporary impairments. FSP
FAS 115-1 is required to be applied to reporting periods beginning
after December 15, 2005. The Company is required to adopt FSP
FAS 115-1 in the second quarter of fiscal 2006. Management does not
expect the adoption of this statement will have a material impact on our
results of operations or financial condition. Management is currently
evaluating the impact, which the adoption of this standard will have
on the Company's financial statements.

Note 3 Mineral Property

Shorts Claims

By a mineral property staking and purchase agreement dated January 29,
2004, the Company acquired a 100% undivided right, title and interest
in and to eight mineral claims, known as "Shorts Claims", located in
the province of British Columbia, Canada by the payment of $5,000.
During the year ended March 31, 2005 the Company incurred $2,000 of
mineral property costs.

The Property is held in trust for the Company. Upon request from the
Company the title will be recorded in the name of the Company with the
appropriate mining recorder. At December 31, 2005 the title to the
Property has not been recorded in the name of the Company.

Note 4 Capital Stock

During the period from January 15, 2004 (Inception) to March 31, 2004
the Company issued 7,700,000 shares of common stock for total proceeds
of $32,000. During the year ended March 31, 2005 the Company issued
10,000 shares of common stock for total proceeds of $2,000. At December
31, 2005 there were no outstanding stock options or warrants.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no changes in or disagreements with our accountants.

Until _________________, all dealers that effect transactions in these
securities whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

Part II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the director has
a material conflict of interest;

(2) a violation of criminal law (unless the director had reasonable
cause to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was unlawful);

(3) a transaction from which the director derived an improper personal
profit; and

(4) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:

(1) such indemnification is expressly required to be made by law;

(2) the proceeding was authorized by our Board of Directors;

(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or

(4) such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee $ 66.14
Transfer Agent Fees $ 1,000.00
Accounting and auditing fees and expenses $ 5,000.00
Legal fees and expenses $ 7,500.00
Edgar filing fees $ 1,500.00
------------
Total $ 15,066.14
============

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.

RECENT SALES OF UNREGISTERED SECURITIES

We completed an offering of 5,000,000 shares of our common stock at a price of
$0.001 per share to a total of two purchasers on January 23, 2004. The total
amount received from this offering was $5,000. As part of this offering, we
issued 2,500,000 shares of our common stock to Mr. Ted Burylo on January 20,
2004 and 2,500,000 shares to Mr. Jeff Murdock on January 23, 2004. Mr. Burylo
is our president, chief executive officer and a director. Mr. Murdock is our
secretary and a director.

These shares were issued pursuant to Regulation S of the Securities Act.
Appropriate legends were affixed to the stock certificates representing these
shares.

We completed an offering of 2,700,000 shares of our common stock at a price of
$0.01 per share to a total of 26 purchasers on March 31, 2004. The total amount
received from this offering was $26,000. We completed this offering pursuant to
Regulation S of the Securities Act. The purchasers were as follows:

Name of Shareholder Number of Shares
- ------------------- ----------------------

James Thiede 100,000
David Anderson 100,000
Kevin Klassen 100,000
Sharon Lee-White 100,000
Peter Burjosk 100,000
Johnathan Shea 200,000
William Butler 100,000
William McCormack 100,000
Lorne Wenn 100,000
Parvin Selseleh 100,000
Chris Roger 100,000
Harold McDougall 100,000
G.E. Fenwick 100,000
Shahram Fasihy 100,000
Michelle Janes 100,000
Marni Ziegler 100,000
Hailey Wenn 100,000
Lara Wenn 100,000
Ben McCormack 100,000
Guy Lawson 100,000
Ron Teti 100,000
Elaheh Fasihy 100,000
Seyed Mostafa Fasihi 100,000
E. Edwards 100,000
Brian Glaum 100,000
Randy Pesto 100,000

We completed an offering of 10,000 shares of our common stock at a price of
$0.20 per share to a total of two purchasers on April 19, 2004. The total
amount received from this offering was $2,000. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers were as follows:

Name of Shareholder Number of Shares
- ------------------- ----------------------

William McMillan 5,000
Frank Kramaric 5,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.

Exhibits
Exhibit

Number Description

3.1* Articles of Incorporation
3.2* Bylaws
5.1 Legal opinion
10.1* Mineral Property Staking and Purchase Agreement dated January 29, 2004
23.1 Consent of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants

* filed as an exhibit to our registration statement on Form SB-2 filed on August
16, 2004

THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(a) include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(b) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in
this registration statement; and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if

the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
Statement; and
(c) include any additional or changed material information on the plan of
distribution.

2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the termination of
the offering.

4. That, for determining our liability under the Securities Act to any
purchaser in the initial distribution of the securities, we undertake that in a
primary offering of our securities pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, we will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:

(i)any preliminary prospectus or prospectus that we file relating to the
offering required to be filed pursuant to Rule 424 (Section 230.424 of
this chapter);

(ii)any free writing prospectus relating to the offering prepared by or on
our behalf or used or referred to by us;

(iii)the portion of any other free writing prospectus relating to the
offering containing material information about us or our securities provided
by or on behalf of us; and

(iv) any other communication that is an offer in the offering made by us to
the purchaser.

Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on April 6 , 2006.

AZZORO INC.

By:/s/ Ted Burylo
------------------------------
Ted Burylo, President, Chief
Executive Officer, Principal Accounting Officer
and Director

POWER OF ATTORNEY

ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Ted Burylo, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any one
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

SIGNATURE CAPACITY IN WHICH SIGNED DATE

/s/ Ted Burylo President, Chief Executive April 6 , 2006
- -------------- Officer, Treasurer, Principal
Ted Burylo Accounting Officer, Chief Financial
Officer and Director

/s/ Jeff Murdock Secretary and Director April 6 , 2006
- ----------------
Jeff Murdock