SB-1/A

OMB APPROVAL

OMB Number: 3235-0423

Expires: November 30, 2006

Estimated average burden
hours per response: 177.0

File No. 333-108308

As filed with the Securities and Exchange Commission
on OCTOBER 28 , 2005
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form SB-1/A- 4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 

KNIGHTSBRIDGE RESOURCES INC.
(Name of small business issuer in its charter)

Nevada	1040	0394483
(State or jurisdiction of incorporation organization)	(Primary Standard Industrial or Classification Code Number)	(I.R.S. Employer  Identification No.)

91 Commercial Road, Poole, Dorset U.K. BH14 0JD Telephone: (011)(44)(1202) 716-352
(Address and telephone number of principal executive offices)

91 Commercial Road, Poole, Dorset U.K. BH14 0JD
(Address of principal place of business or intended principal place of business)

Nevada Agency & Trust Company
50 West Liberty Street, Suite 880, Reno, Nevada 89501 Telephone: (775) 322-0626
(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable from time to time after this registration statement becomes effective for a six month period unless extended for an additional six months if we so choose to do.

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. [ ]

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, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of Securities being Registered	Dollar amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common	$ 200,000	$ 0.10	$ 200,000	$ 16.20

THE REGISTRANT HEREBY AMENDS THIS 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 SAID SECTION 8(A), MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

Disclosure alternative used (check one): Alternative 1; Alternative 2; X

KNIGHTSBRIDGE RESOURCES INC.

CROSS-REFERENCE SHEET

	Item Number and Heading	Heading in Prospectus
1.	Front of the Registration Statement and Outside Front Cover Page of Prospectus	Facing pages; Front Cover Page
2.	Inside Front and Outside Back Cover Pages Of Prospectus	Inside Front and Outside Back Cover Pages of Prospectus
3.	Summary Information and Risk Factors	Summary of Our Offering; Risk Factors
4.	Use of Proceeds	Summary of Our Offering; Use of Proceeds; Plan of Operations
5.	Determination of Offering Price	Risk Factors; Determination of Offering Price; Plan of Distribution/Terms of Our Offering
6.	Dilution	Summary of Our Offering; Risk Factors; Dilution of the Price You Pay for Your Shares
7.	Selling Security Holders	Not applicable
8.	Plan of Distribution	Front Cover Page; Plan of Distribution/Terms of Our Offering
9.	Legal Proceedings	Legal Proceedings; Directors, Executive Officers, Promoters and Control Persons
10.	Directors, Executive Officers, Promoters and Control Persons	Directors, Executive Officers, Promoters and Control Persons
11.	Security Ownership of Beneficial Owner and Management	Security Ownership of Certain Beneficial Owners and  Management
12.	Description of the Securities	Description of Securities
13.	Interest of Named Experts and Counsel	Interest of Named Experts and Counsel
14	Disclosure of Commission Position on Indemnification for Securities Act Liabilities	Disclosure of Commission Position on Indemnification for Securities Act Liabilities
15.	Organization Within Last Five Years	Not Applicable
16.	Description of Business	Business
17.	Management's Discussion and Analysis or Plan of Operation	Plan of Operation
18.	Description of Property	Description of Property
19.	Certain Relationships and Related Transactions	Certain Relationships and Related Transactions
20.	Market for Common Equity and Related Stockholder Matters	Front Cover Page; Risk Factors; Determination of  Offering Price; Security Ownership of Beneficial Owners and Management; Share Capital Structure; Market for Common Equity and Related Stockholder Matters
21.	Executive Compensation	Executive Compensation
22.	Financial Statements	Financial Statements
23.	Changes in and Disagreements with Accountants on Accounting and Accounting and Financial Disclosure	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus

KNIGHTSBRIDGE RESOURCES INC.
91 Commercial Road, Poole, Dorset U.K. BH14 0JD
 Telephone: (011)(44)(1202)716-352

Up to 2,000,000 Shares of Common Stock
Offering Price: $0.10 per share

Before this offering, there has been no public market for the common stock.

We are offering up to a total of 2,000,000 shares of common stock on a best efforts, no minimum, 2,000,000 shares maximum. The offering price is $0.10 per share. There is no minimum number of shares that we have to sell. The offering will be for a period of six months from the effective date and may be extended for an additional six months if we so choose to do.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" STARTING AT PAGE 3.

	Price to Public	Commission(1)(2)	Net Proceeds to Us(3)(4)
Per Share	$ 0.10	$ 0.00	$ 0.10
Aggregate Offering Price	$ 200,000	$ 0.00	$ 176,200

Note:
	(1)	Management of Knightsbridge is selling the securities and will not receive commission in conjunction with the sale of these securities.
	(2)	The Shares are being offered to prospective investors on a direct participation basis.
	(3)	Expenses are not expected to exceed $23,800, and include our legal and accounting fees, transfer agent's fees, filing fees, and printing costs. (See Use of Proceeds and Plan of Distribution.)
	(4)	No escrow account will be set up and all proceeds raised in the offering will be deposited immediately into our corporate account to be utilized for working capital in the priorities set by Knightsbridge. (See Use of Proceeds).

There is no minimum number of shares that must be sold in this offering. Because there is no minimum number of shares that has to be sold in this offering, there is no assurance that we will achieve the proceeds level described in the above table.

We are a start-up, exploration company and have not yet generated or realized any revenues from our business operations. We are not a blank check company. We have no intentions of merging with any other companies or allowing ourselves to be acquired by another company, or to act as a blank check company as that term is defined under Rule 419 of Regulation C under the Rules of the Securities Act of 1933. We must raise cash in order to implement our plan and stay in business. We have a specific business plan to operate as a mineral exploration company. We intend to aggressively pursue our business plan once we raise the necessary financing from this offering.

Knightsbridge is a mineral exploration company with one mineral claim of eighteen cells. Cells are based on latitude and longitude and vary in size according to the area of the province. Cells in the southern British Columbia are slightly larger, averaging 21 hectares. Cells in central British Columbia average 19 hectares, while cells in northern British Columbia average 16 hectares. The size of our eighteen cells is approximately 373.694 hectares. Title to our mineral claim is held by a recorded Bill of Sale Absolute in the name of Mr. Ron Schmitz who holds the property pursuant to a trust agreement for the benefit of Knightsbridge. The property has no proven or probable mineral reserves.

The date of this prospectus is October 28 , 2005.

TABLE OF CONTENTS

SUMMARY OF OUR OFFERING		1
	Our Business	1
	Our Offices	2
	The Offering	2
	Selected Financial Information	3
	Risk Factors	3
RISK FACTORS		3
	Risks Related to Our Business	3
	Risks Related to Our Capital Structure and this Offering	5
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS		7
USE OF PROCEEDS		7
DETERMINATION OF OFFERING PRICE		9
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES		9
	Dilution Table	10
PLAN OF DISTRIBUTION; TERMS OF OUR OFFERING		10
	Offering Being Made by Knightsbridge	10
	No Escrow of Proceeds	11
	No Broker Is Being Utilized in this Offering	11
	Opportunity to Make Inquiries	12
	Procedures for Prospective Investors	12
	Expiration Date	12
	Regulation M	12
LEGAL PROCEEDINGS		13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		13
	Identification of Directors and Executive Officers	13
	Background of Officers and Directors	13
	Significant Employees	14
	Family Relationships	15
	Conflicts of Interest	15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		15
	Security Ownership of Certain Beneficial Owners and Management	15
	Changes in Control	16
DESCRIPTION OF SECURITIES		16
	Common Stock	16
	Transfer Agent	17
INTEREST OF NAMED EXPERTS AND COUNSEL		17
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		17
BUSINESS		17
	Business Development	17
	Our Business	18
	Competitive Factors	19
	Regulations	19
	Environmental Laws	20
	Employees and Employment Agreements	21
	Reports to Securities Holders	21
PLAN OF OPERATION		21
	Forward Looking Information	21
	Our Proposed Plan of Operation	21
	Capital Requirements of Our Proposed Exploration Program	23
	Need for Additional Capital	23
DESCRIPTION OF PROPERTY		24
	Mining Properties - General	24
	Legal Status of Santos Mineral Claim	24
	Claim Status	25
	Location and Access	26
	Physiography	26
	Proposed Program of Exploration	26
	History of Previous Work	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		27
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		27
	Market Information	27
	Dividends	27
	Equity Compensation Plan	28
EXECUTIVE COMPENSATION		28
	Summary of Compensation of Executive Officers	28
	Stock Options/SAR Grants	28
	Long-Term Incentive Plans	28
	Compensation of Directors	28
	Employment Contracts and Termination of Employment	29
PRINCIPAL STOCKHOLDERS		29
	Future Sales by Existing Stockholders	29
SIGNIFICANT PARTIES		30
	Directors, Officers & Promoters	30
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		31
FINANCIAL STATEMENTS		31

SUMMARY OF OUR OFFERING

The following summary information is qualified in its entirety by the detailed information and financial statements appearing elsewhere in the Prospectus.

Our Business.

Knightsbridge is a pre-exploration company incorporated under the laws of the State of Nevada on October 23, 2002. An "exploration stage company", as defined by Guide 7(a)(4)(i) to the Securities Act of 1933, is an issuer engaged in the search for mineral deposits (reserves) which are not in either the development or production stage. We have not commenced active business operations and we do not own any properties, therefore, we have no operations and are a pre-exploration company. We have no revenues and we have achieved losses since inception. We have been issued a going concern opinion and rely upon the sale of our securities and loans from officers and directors to fund our operations. We have obtained the rights to one mineral claim consisting of 18 cells . These rights entitle us to the minerals located on the property subject to the mineral claim. We obtained the rights to this mineral claim by way of a trust agreement between ourselves and Ron Schmitz, our President. The recorded title to the mineral claim is in Ron Schmitz's name who holds the property pursuant to a trust agreement for the benefit of Knightsbridge (the "Santos mineral claim"). We do not own title to this property.

Exploration will be required before a final evaluation regarding the economic and legal feasibility of this property can be made. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can't predict what that will be until we find mineralized material.

We intend to explore for lead, silver and zinc on the property. The property is located approximately an hour and a half by road north of the City of Nelson, British Columbia, Canada. There can be no assurance that valuable minerals exist on the Santos mineral claim until proper geological work and analysis is performed. The Santos mineral claim has no proven or probable mineral reserves.

The Santos mineral claim is located on the lower slopes of Mount Carpenter at the north end of the Kokanee Range in the Selkirk Mountains. Highway 31A passes through the south part of the Santos mineral claim, approximately 8 kilometres east of the village of New Denver. Another accessible road departs northerly from Highway 31A at Three Forks and parallels Kane Creek through the southern and eastern parts of the Santos mineral claim. Various trails provide additional access. The maps provide an overview of where the Santos mineral claim is located in British Columbia.

-1-

Our Offices.

Our administrative office is located at 91 Commercial Road, Poole, Dorset U.K. BH14 0JD and our registered statutory office is located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501

The Offering.

Securities being offered:	Up to 2,000,000 shares of common stock, par value $0.00001
Offering price per share:	$ 0.10
Offering period:	The shares are being offered for a period not to exceed six months, unless extended by our board of directors for an additional six months.
Net proceeds:	Up to $176,200 (total raised minus offering expenses)
Use of proceeds:	Assuming all 2,000,000 shares are sold:
	Offering Expenses:          $  23,800 Exploration:                     $ 105,000 Repayment of Loan:      $   25,694 Working Capital:            $   45,506                                           $ 200,000
Number of Shares of the Common Stock Outstanding (assumes maximum number of shares sold):	Before the Offering:       11,000,000 Shares Offered:                 2,000,000 After the Offering:          13,000,000

-2-

Selected Financial Information.

	As of Six Month Period Ended June 30 , 2005	Year End December 31, 2004
BALANCE SHEET DATA: Current Assets: Other Assets: Total Assets: Total Liabilities: Accumulated Loss: Shareholder Equity:	$        1,919  $           0  $        1,919  $       29,194 ($      28,762 ) ($       27,275 )	$        1,372  $          0  $        1,372  $      25,736 ($      25,851) ($      24,364)
	As of Six Month Period Ended June 30 , 2005	Year End December 31, 2004
INCOME STATEMENT DATA: Total Income: Total Expenses: Net Profit (Loss):	$          0 ($  1,033 ) ($  1,033 )	$             0 ($        6,415) ($        6,415)

(See Financial Statements - Schedule I for complete and accurate financial information about Knightsbridge)

Risk Factors.

The securities offered in this Prospectus involve a high degree of risk and immediate substantial dilution and should not be purchased by investors who cannot afford to lose their entire investment. Such risk factors include, among others, lack of operating history and limited resources, no escrow of proceeds, and competition in selected area of business.

Investment in our company also involves significant risks because the property we intend to work on is in the pre-exploration stage as defined in the Securities Act Industry Guide 7(a)(4)(i): includes all issuers engaged in the search for mineral deposits (reserves) which are not in either the development or production stage. The Santos mineral claim does not have a known body of commercial ore. We have not commenced active business operations and we do not own any properties, therefore, we have no operations. We have no revenues and we have achieved losses since inception. We have been issued a going concern opinion and rely upon the sale of our securities and loans from officers and directors to fund our operation.

RISK FACTORS

Please consider the following risk factors before deciding to invest in the common stock.

Risks Related to Our Business.

We have no known ore reserves and we cannot guarantee we will find any mineral reserves or if we find minerals, that production will be profitable.

-3-

We have no known ore reserves. We have not identified any lead, silver, zinc, or other metal or mineral on the property and we cannot guaranty that we will ever find any such minerals. Even if we find that there are mineral reserves on the Santos mineral claim, we cannot guaranty that we will be able to recover these minerals. Even if we recover mineral reserves, we cannot guaranty that we will make a profit. If we cannot find mineral reserves or it is not economical to recover these mineral reserves, we will have to cease operations.

Because the probability of an individual prospect ever having reserves is extremely remote any funds spent on exploration will probably be lost.

The probability that our prospect will ever have mineral reserves is extremely low. Therefore, in all probability, the Santos mineral claim does not contain any reserves. Therefore, any funds spent on exploration will probably be lost which will result in a loss of your entire investment.

Our management lacks the technical training and/or experience in metal exploration or mining required for starting and operating a mine.

Our management lacks the technical training and/or experience in metal exploration or mining required for starting and operating a mine. With no direct training or experience in these areas, our management may not be fully aware of many of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches commonly used by mineral exploration companies. Therefore, our operations, earnings and ultimate financial success could suffer irreparable harm.

If we do not raise enough money for exploration in this offering we will have to delay exploration until we are able to raise enough money through other means or go out of business.

Knightsbridge is in the very early exploration stage and needs the proceeds from our offering to start exploring for mineral reserves. Since there is no minimum and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to commence its operations. We need to raise $ 35,000 (17.5% of the entire offering) in this offering in order to meet our initial offering and Phase I exploration expenses. We have not retained an underwriter to sell these Shares. We will conduct this offering as a direct public offering, meaning there is no guarantee as to how much money we will be able to raise through the sale of our stock. Messrs. Rogers and Schmitz, will be personally selling shares and each have limited prior experience in selling securities. If we fail to sell at least 17.5% of the stock we intend to sell, we may never be able to commence operations or generate revenue. Therefore, investors may lose all or substantially all of their investment.

Weather interruptions in the province of British Columbia may affect and delay our proposed exploration operations.

Our proposed exploration work can only be performed approximately five to six months out of the year. This is because rain and snow cause the roads leading to the Santos mineral claim to be impassable during six to seven months of the year. When roads are impassable, we are unable to conduct exploration operations on the Santos mineral claim.

Knightsbridge's exploration efforts and limited capital may limit our ability to find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although the Santos mineral claim may contain mineralized material. If we do not find mineralized material, we will cease operations.

We may not have enough money to complete our exploration and consequently may have to cease or suspend our operations.

We may not have enough money to complete the exploration of the Santos mineral claim. Because we are exploring raw undeveloped land, we do not know how much we will have to spend to find out if there is mineralized material on the Santos mineral claim. It could cost as little as $10,000 and as much as $105,000 to find out. What we do know is that the first $23,800 we raise will be used to cover the cost of this offering before we spend any money on our exploration program, which means we need to raise at least $35,000 (17.5% of the

-4-

entire offering) before we can even begin Phase I of our exploration program. We do not know how much money we will raise in this offering. If it turns out that we have not raised enough money to start or complete all three phases of our exploration program, we will have to either raise further capital through another offering or suspend or cease operations altogether.

Because title to Santos mineral claim, the mining claim we intend to explore, is held in the name of another person, if he transfers this mining claim to someone other than us, we will cease operations.

Title to the mining claim we intend to explore is not held in our name. Title to this mining claim is recorded in the name of one of our officers and directors, Mr. Schmitz. If Mr. Schmitz transfers this mining claim to a third person, the third person will obtain good title and we will have nothing. If that happens, we will be harmed in that we will not own the rights to any mining claim and we will have to cease operations.

Because title to the Santos mineral claim is in the name of Mr. Schmitz, a creditor of Mr. Schmitz could attach a lien on this property and have the property sold. If this happens, the creditor or a third party could take title to the Santos mineral claim and we will cease operations.

Because title to the property we intend to explore is in the name of Mr. Schmitz, a creditor of Mr. Schmitz could attach a lien on this mineral claim and have it sold. If that happens, the creditor or a third party buying the property at a judicial sale could take title to this mineral claim. If that happens, we will cease to hold any rights to any mineral claims and will cease operations.

We do not have a documented geologic field examination by a professional geologist or mining engineer of the Santos mineral claim which is documented by a geologic report. Because of the speculative nature of exploration of mineral properties, there is substantial risk that no commercially exploitable mineral will be found and our business will fail.

We do not have a documented geologic field examination by a professional geologist or mining engineer of the Santos mineral claim which is documented by a geologic report. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us in the exploration of the Santo mineral claim may not result in the discovery of commercial quantities of any minerals. 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 and you would lose your entire investment.

Risks Related to Our Capital Structure and this Offering.

You may not be able to resell any shares you purchased in this offering, as there is currently no market for our securities

There is no trading market for Knightsbridge's common stock at present and there has been no trading market to date. Management has not undertaken any discussions, preliminary or otherwise, with any prospective market-maker concerning the participation of such market-maker in creating an after-market for Knightsbridge's common stock on the Pink Sheets or the OTC Bulletin Board. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. This means that it may be hard or impossible for you to find a willing buyer for your stock should you decide to sell it in the future or to resell the shares at or above the offering price. (See "Market Information").

Our issuance of further shares and the eligibility of issued shares for resale will dilute our common stock and could lower the price a willing buyer would pay for our common stock.

The shares being offered in this prospectus, if all are sold, represents 15.38% of our total issued and outstanding shares of common stock on a fully-diluted basis. If you invest in our common stock, your interest will be diluted to the extent of the differences between the price per share you pay for the common stock of $0.10 per share and the pro forma as adjusted net tangible book value per share of our common stock which would be $ 0.0 115 per share at the time of sale which is a dilution of over 8 9 % of your investment. We calculate net tangible book value per share by subtracting from our total assets all intangible assets and total liabilities, and dividing the result by the number of outstanding shares of common

-5-

stock. Furthermore, we may issue shares, options and warrants and we may grant stock options to our employees, officers, directors and consultants in the future, all of which may further dilute our net tangible book value. The dilution of our common stock could lower the price a willing buyer would pay for our common stock based on the fact our break-up value per share and our earning ratio per share would be reduced.

Future sales of restricted shares could decrease the price a willing buyer would pay for shares of our common stock and impair our ability to raise capital.

We currently have 11,000,000 shares of Common Stock issued and outstanding, of which 10,000,000 is held by our two directors Messrs. Ronald Schmitz and Ernest Rogers and 1,000,000 shares are held by an investor, Ms. Yeun Mi Kim. These shares are subject to resale restrictions pursuant to Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. The shares held by Messrs. Schmitz and Rogers became available for sale under exemptions from registration in November 2003 and Ms. Kim on April 7, 2004. Future sales of common stock by Messrs. Schmitz and Rogers and Ms. Kim under exemptions from registration or through a subsequent registered offering could materially adversely affect the market price of our common stock and our ability to raise capital through an offering of our securities. If we are unable to raise the necessary capital we need to complete our exploration program we will be forced to cease operations and investors, therefore, may lose all or substantially all of their investment.

Mr. Rogers will continue to influence matters affecting Knightsbridge after this Offering, which may conflict with your interests.

After giving effect to this offering, Mr. Rogers, the majority stockholder of Knightsbridge will beneficially own approximately 62% of the outstanding shares of common stock of Knightsbridge assuming the maximum number of shares being offered are sold in this offering. As a result of this stock ownership, Mr. Rogers will continue to influence the vote on all matters submitted to a vote of our stockholders, including the election of directors, amendments to the certificate of incorporation and the by-laws, and the approval of significant corporate transactions. This consolidation of voting power could also delay, deter or prevent a change-in-control of Knightsbridge that might be otherwise beneficial to stockholders.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.

We were incorporated on October 23, 2002 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to June 30 , 2005 is $ 28,762 . To achieve and maintain profitability and positive cash flow we are dependent upon:

• our ability to locate a profitable mineral reserve,
• our ability to generate revenues, and
• our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.

Our independent auditors issued a going concern opinion on our financial statements, questioning our ability to continue as a going concern.

Our independent auditor's opinions on our 2005 and 2004 financial statements, which are included in this prospectus, include an explanatory paragraph indicating substantial doubt about our ability to continue as a going concern. For the past two years or more, we have operated with limited operating capital, and we continue to face immediate and substantial cash needs.

-6-

We are dependent on raising or borrowing capital. It is likely even if we are successful in raising the maximum being offered under this prospectus we may need to raise additional capital or reduce the level of our operations in the future, resulting in a material adverse effect on our business and operations and charges that could be material to our business and results of operations. See "Index to Financial Statement - Report of Independent Auditors."

Our directors and officers reside outside of the United States and as such it may be difficult for you to protect your interests as a shareholder and your ability to protect your rights through the U.S. federal courts may be limited.

Our directors and officers reside outside of the United States. The rights of shareholders to take action against the directors and actions by minority shareholders as a result may be difficult. Laws outside of United States may not be as established and or may differ from provisions under statutes or judicial precedent in existence in jurisdictions in the United States. In addition, shareholders may not have standing to initiate shareholder derivative actions before the courts outside of the United States or have limited rights to enforce judgments obtained in United States in jurisdictions outside of United States. As a result, the public shareholders of Knightsbridge may face different considerations in protecting their interests in actions against the management, directors or majority stockholders than would shareholders of a corporation whose directors, officers and majority stockholders reside in the United States. Similarly, Knightsbridge's ability to protect its interests if it is harmed in a matter and effectively sue in a United States federal court may be limited.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Some discussions in this prospectus may contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this prospectus. Such factors include, those discussed in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," as well as those discussed elsewhere in this prospectus. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.

USE OF PROCEEDS

Our offering is being made on a best efforts - no minimum basis. The net proceeds to us after deducting offering expenses of $23,800 will be $176,200 if all of the shares are sold. The first $23,800 raised will be used for offering expenses. We will use the proceeds as follows:

	Amount Raised
Allocation	$	50,000	$	100,000	$	150,000	$	200,000
Offering Expenses:
SEC Registration Fee1:	$	16	$	16	$	16	$	16
Printing Expenses:	$	200	$	200	$	200	$	200
Accounting Fees and Expenses:	$	1,284	$	1,284	$	1,284	$	1,284
Legal Fees and Expenses:	$	21,000	$	21,000	$	21,000	$	21,000
Blue Sky Fees/Expenses:	$	200	$	200	$	200	$	200
Transfer Agent Fees:	$	1,000	$	1,000	$	1,000	$	1,000
Loan Repayment3:	$	0	$	0	$	0	$	25,694
Miscellaneous Expenses:	$	100	$	100	$	100	$	100
Exploration2:	$	25,000	$	75,000	$	100,000	$	105,000
Working Capital:
Regulatory Costs (Edgar etc.)	$	1,200	$	1,200	$	2,000	$	2,000
Legal	$	0	$	0	$	6,000	$	6,000
Accounting	$	0	$	0	$	5,000	$	5,000
Other - Office Misc.	$	0	$	0	$	3,200	$	12,506
Capital costs for future funding	$	0	$	0	$	10,000	$	20,000

-7-

Notes:	(1)	Actual SEC registration fee is $16.20
	(2)	We will spend approximately $10,000 on Phase I, $35,000 on Phase II, and $60,000 on Phase III of our exploration program.
	(3)	If we are successful in raising $200,000 in this offering we intend to use $25,694 to repay the loan made by Mr. Schmitz, a director and officer of the Company. The funds received from Mr. Schmitz were used to pay for audit and legal services, maintaining our claim and our set-up costs and regulatory fees. These loans are unsecured, non-interest bearing and due on demand. If we are unable to raise $200,000 in this offering, none of the proceeds of the offering will be used for the purchase of other assets, finance the acquisition of other businesses, discharge debts or be used, directly or indirectly, for the benefit of our officers or directors.

We have allocated a wide range of money for exploration. That is because we do not know how much will ultimately be needed for exploration. We believe that the required exploration work will cost up to $105,000 and take approximately two years to complete. If we are successful in immediately finding exploitable minerals, we will commence technical and economic feasibility studies to determine if we have any significant reserves. In order to commence technical and economic studies to evaluate any mineralized material found on the Santos mineral claim, we may have to obtain additional funding. If lead, silver or zinc is found on the property, costs of exploring will then cease. On the other hand, if we do not immediately find exploitable minerals, we will continue to explore for lead, silver or zinc on the property. If we have to continue to explore for lead, silver or zinc, the costs of exploration will increase.

Working capital includes the cost of our office operations. If we are successful in raising $200,000 in this offering we intend to use $25,694 to repay the loans made by Mr. Schmitz, a director and officer of the Company. The funds received from Mr. Schmitz were used to pay for audit and legal services, maintaining our claim and our set-up costs and regulatory fees. The loans do not bear interest and have not been paid as of the date hereof. There are no documents reflecting the loan and they are not due on a specific date. Mr. Schmitz will accept repayment from us when money is available. We plan to repay the loan from the proceeds of this offering provided that we raise the maximum amount. If we raise less than $200,000 in this offering, none of the proceeds of the offering will be used for the purchase of other assets, finance the acquisition of other businesses, discharge debts or be used, directly or indirectly, for the benefit of our officers or directors.

Our offering expenses are comprised of a Securities and Exchange Commission filing fee, legal and accounting expenses, printing and transfer agent fees, and state securities registration fees. Our directors and officers will not receive any compensation for their efforts in selling our shares.

While we currently intend to use the proceeds of this offering substantially in the manner set forth above, we reserve the right to reassess and reassign the use if, in the judgment of our board of directors, changes are necessary or advisable. The use of proceeds will not vary except in the following circumstances:

• after completing Phase I of our exploration program, the geological report does not recommend further exploration of our claim;
• similarly, if the results of Phase II of our exploration program are unfavourable, we will not elect to continue on to Phase III of our exploration program; or
• if during completion of any phase of our exploration program we discover a rich mineral deposit, we may choose to concentrate our efforts solely around that deposit.

-8-

In the remote chance that we did not complete our proposed exploration program we would look to acquire another mining property in which to focus our exploration activities. Knightsbridge would remain a pre-exploration mining company. We anticipate that any future acquisition would involve the acquisition of an option to earn an interest in a mineral claim as we anticipate that we would not have sufficient cash to purchase a mineral claim of sufficient merit to warrant exploration. This means that we might offer shares of our stock to obtain an option on a property. Once we obtain an option, we would then pursue finding the funds necessary to explore the mineral claim by one or more of the following means:

• engaging in an offering of our stock;
• engaging in borrowing; or
• locating a joint venture partner or partners.

At present, no material changes are contemplated.

DETERMINATION OF OFFERING PRICE

There is no established public market for the shares of common stock being registered. As a result, the offering price and other terms and conditions relative to the shares of common stock offered hereby have been arbitrarily determined by us and do not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the price used for the shares. Among the factors we considered in determining the offering price were:

1. Our lack of an operating history,
2. The proceeds we want to raise in this offering,
3. The amount of capital to be contributed by purchasers in this offering in proportion to the amount of stock to be retained by our existing stockholders, and
4. Our relative cash requirements.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

You will suffer substantial dilution in the purchase price of your stock compared to the net tangible book value per share immediately after the purchase.

Dilution is the difference between the public offering price of $0.10 per share for the common stock offered herein, and the net tangible book value per share of the common stock immediately after its purchase. Our net tangible book value per share is calculated by subtracting our total liabilities from our total assets less any intangible assets, and then dividing by the number of shares then outstanding.

Our net book value prior to the offering as of June 30 , 2005 is ($ 27,275 ) or approximately ($0.002 5 ) per common share. Prior to selling any shares in this offering, we had 11,000,000 shares of common stock outstanding, which were purchased by the founding shareholders and one investor for $1,100. We are now offering up to 2,000,000 shares at $0.10 per share.

Without taking into account any further adjustments in net tangible book value other than to give effect to the sale of the 2,000,000 shares of common stock offered in this prospectus (after deduction of offering expenses) the pro forma net tangible book value of Knightsbridge at June 30 , 2005, is $ 148,925 or $0. 0115 per share of the common stock of Knightsbridge representing an increase in net tangible book value to existing shareholders of $0. 0139 per share and a dilution of 89 % to new investors.

-9-

Dilution Table.

The following table compares the differences of your investment in our shares with the investment of our existing stockholders assuming different percentages of this offering is sold.

	100% Sold	75% Sold	50% Sold	25% Sold
Public offering price per Share:	$0.10	$0.10	$0.10	$0.10
Net tangible book value, per share, before offering (1):	($0.002 5 )	($0.002 5 )	($0.002 5 )	($0.002 5 )
Pro forma net tangible book value per share after offering (2):	$0. 0115	$0.0 079	$0. 0041	($0. 0001 )
Increase per share attributable to new investors:	$ 0.013 9	$0.0 104	$0. 0066	$0.002 4
Dilution per share to new investors (3):	$0. 0885 or 89 %	$0. 0921 or 92 %	$0. 0959 or 96 %	$0. 1001 or 100 %

Note:	(1)	"Net tangible book value per share" is determined by dividing the number of shares of common stock outstanding into the net tangible book value of Knightsbridge (tangible assets less total liabilities).
	(2)	Since there can be no assurances as to how many, if any Shares will be sold, the pro forma net tangible book value per share may vary from that set forth above, after the offering.
	(3)	"Dilution" means the difference between the public offering price per share and the net tangible book value per share of common stock after giving effect to the offering.

PLAN OF DISTRIBUTION; TERMS OF OUR OFFERING

Offering Being Made by Knightsbridge.

Knightsbridge is offering up to 2,000,000 Shares to the public, at a price of $ 0.10 per Share. The offering price was arbitrarily determined by management. The offering is not subject to a minimum subscription level.

As of September 30 , 2005, our net cash balance was $ 1,919 . If Knightsbridge manages to raise only nominal funds through this offering, Mr. Schmitz has orally agreed to loan additional fund to Knightsbridge to pay its offering expenses. We do not have an agreement in writing with Mr. Schmitz to this effect and Mr. Schmitz has not indicated a maximum amount he would be willing to loan Knightsbridge. Oral agreements are difficult to legally enforce. Although Knightsbridge could take a civil action against Mr. Schmitz it is unlikely Knightsbridge would have sufficient funds to do so. Mr. Schmitz, however, is a director of Knightsbridge and has a strong interest in seeing Knightsbridge succeed as he has already loaned Knightsbridge $25,694 and invested a considerable amount of his personal time and energy into Knightsbridge. If Mr. Schmitz does not loan Knightsbridge additional funds, assuming only nominal funds are raised in this offering, Knightsbridge would have to delay its exploration activities until additional funds were raised to continue its operations and to pay the offering expenses associated with this prospectus. If Knightsbridge was unable to raise the funds necessary through other means it would be forced to go out of business. Knightsbridge may even have to consider bankruptcy as it would not be able to pay its creditors and you would lose all your investment.

Knightsbridge will review all subscriptions immediately on receipt to confirm the suitability of the investor. If the investor is suitable and the subscription is not rejected by Knightsbridge or its legal counsel, the subscription will be accepted and the check for the purchase price will be deposited. If, for any reason, an investor is determined to be not suitable or if the subscription is rejected for any other reason, the investor's check and all subscription documents will be promptly returned to the investor without interest and without deduction. We have the right to completely or partially accept or reject any subscription for shares offered in this offering, for any reason or for no reason.

-10-

Investor suitability relates directly to where an investor resides and whether the Offering has met with the securities law requirements of that State, Province or Country. Knightsbridge does not intend to qualify or register the securities of this Offering in all fifty States in the US or in any jurisdiction outside of the United States. Knightsbridge may, however, choose to sell a portion of this Offering to investors outside of the US and will rely on certain prospectus and registration exemptions under applicable securities laws in force in those jurisdictions. For instance in Canada, many of these exemptions require that the investor meet certain requirements such as being a friend, family or close business associate of one of our directors or officers, or that the investor be an accredited investor" or "eligible investor" as defined for that purpose. Therefore, Knightsbridge prior to offering or accepting any subscriptions from any potential investors will first determine where that investor resides and whether the Offering is properly qualified or if an exemption may be relied upon to issue securities to that potential investor. Many of the provinces and territories (Alberta, BC, Saskatchewan, Manitoba, Nova Scotia, Nunavut, Newfoundland, NWT, PEI, and Labrador) have adopted Multilateral Instrument 45-103 Capital Raising Exemptions which sets out all applicable exemption requirements and definitions. Ontario has adopted a different policy concerning exempt sales known as Ontario Securities Commission Rule 45-501.

No Escrow of Proceeds.

There will be no escrow of any of the proceeds of this offering. Accordingly, we will have use of all funds raised as soon as we accept a subscription and funds have cleared. These funds shall be non-refundable to subscribers except as may be required by applicable law.

No Broker Is Being Utilized in this Offering.

As of the date of this Prospectus, no broker has been retained by us for the sale of the Shares. All sales will be made by personal contact by our directors and officers. We will not be mailing our prospectus to anyone or soliciting anyone who is not personally known by our directors and officers Messrs. Rogers or Schmitz or introduced to Messrs. Rogers and Schmitz and personally contacted by them. Although Messrs. Rogers and Schmitz are each an associated person of Knightsbridge as that term is defined in Rule 3a4-1 under the Securities Exchange Act of 1934 they are deemed not to be brokers for the following reasons:

• They are not subject to a statutory disqualification as that term is defined in Section 3(a)(39) of the Exchange Act at the time of their participation in the sale of our securities.
• They will not be compensated for their participation in the sale of our securities by the payment of commission or other remuneration based either directly or indirectly on transactions in securities.
• They are each not an "associated person" of a broker or dealers at the time of their participation in the sale of our securities.
• They intend to be actively involved in the business of Knightsbridge after the closing of this offering.
• They are not nor have been a broker or dealer, or an associated person of a broker or dealer. And,
• They have not been involved in selling an offering of securities for Knightsbridge or any issuer within the last 12 months.

Penny Stock

Under this offering the shares of common stock of Knightsbridge are being offered at $0.10 per share. If a trading market for the common stock of Knightsbridge was to develop in the future, we believe the market price would be well under $5.00 per share. Securities which trade below $5.00 per share are subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934 which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a "penny stock" (generally, any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions). As a result of being a penny stock, the market liquidity for our common stock may be adversely affected since the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market.

-11-

The rules governing penny stock require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales-practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $200,000, $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Such information must be provided to the customer orally or in writing prior to effecting the transaction and in writing before or with the customer confirmation. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed on broker-dealers by such requirements may discourage them from effecting transactions in our common stock, which could severely limit the liquidity of the shares you acquire and your ability to sell our shares in the secondary market.

Opportunity to Make Inquiries.

Knightsbridge will make available to each offeree, prior to any sale of Shares, the opportunity to (1) ask questions of and receive answers from Knightsbridge concerning any aspect of the investment and (2) obtain any additional information necessary to verify the accuracy of the information contained in this prospectus, to the extent Knightsbridge possesses such information or can acquire it without unreasonable effort or expense.

Procedures for Prospective Investors.

You may subscribe by filling in and signing the subscription agreement and delivering it, prior to the expiration date, to us. The subscription price of $0.10 per share must be paid in cash or by check, bank draft or postal express money order payable in United States dollars to our order.

You should make your check payable to "Knightsbridge Resources Inc.", and return your subscription agreement to:

Knightsbridge Resources Inc.
91 Commercial Road
Poole, Dorset
U.K. BH14 0JD

If you have any questions about this offering, please call Mr. Ernest Rogers at (44)(1202) 716-352 during regular business hours of the U.K. If calling from outside of the U.K., please insert 011 before dialing the number.

Expiration Date.

The offering will remain open until all Shares offered in this offering are sold or until six months after the effective date of this prospectus date, whichever date is the earliest, and may be extended for an additional six months if we so choose to do. We may decide to cease selling efforts at any time prior to such date. If this offering is oversubscribed, we may consider whether or not you expect to hold the Shares purchased in this offering long term in determining whether and to what extent we will accept your subscription. We anticipate having one or more closings of this offering whenever we receive and accept new subscriptions.

The anti-manipulative rules under the Securities Exchange Act of 1934, including Regulation M, may apply to the sales in the marketplace of the shares being offered in this prospectus.

-12-

Regulation M consists of six rules. Rule 100 is a definitional rule. Rule 101 covers the activities of underwriters, broker-dealers, and others participating in a distribution. Rule 102 governs the activities of issuers and selling security holders. Rule 103 pertains to Nasdaq passive market making. Rule 104 governs stabilization transactions and certain post-offering activities by the underwriters, and Rule 105 governs short selling in anticipation of a public offering. With certain exceptions, Regulation M precludes us and any selling stockholder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchase made in order to stabilize the price of a security in connection with a market offering. We strongly recommend selling stockholders to consult with their own legal counsel to ensure compliance with Regulation M. All of the foregoing may affect the marketability of the shares of common stock of Knightsbridge.

LEGAL PROCEEDINGS

Knightsbridge is not a party to any pending litigation and, to the best of its knowledge, none is threatened or anticipated.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Identification of Directors and Executive Officers.

Each of our directors is elected by the stockholders for a term of one year and serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors for a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The names, addresses, ages and positions of our present officers and directors are set forth below:

Name	Age	Positions	Date First Held	Term of Office
Ron Schmitz Suite 810, 609 Granville Vancouver, B.C. V7Y 1G5	39	President, Chief Executive Officer, Secretary, Treasurer & Director	October 23, 2002	to present
Ernest George Rogers 91 Commercial Road Poole, Dorset U.K. BH14 0JD	55	Director	January 23, 2003	to present

Background of Officers and Directors.

The principal occupation and business experience during the last five years for each of our present directors and executive officers are as follows:

Ron Schmitz, President, Chief Executive Officer, Secretary, Treasurer & Director. Mr. Schmitz is the President of ASI Accounting Services Inc. and has held that position since July, 1995. ASI Accounting Services Inc. provides administrative, accounting and office services to public and private companies, with the majority of these companies being foreign companies and approximately 20% of these companies complying with US GAAP. Mr. Schmitz completed level 3 of the Certified General Accountant program in June, 1987. Mr. Schmitz is a director of: Gold Canyon Resources Inc. (since April 1997); Touchstone Resources Ltd. (March 22, 1999-Sept. 30, 1999 and March, 2001 to present); and of Benem Ventures Inc. ( from March, 2002 to September 29, 2005 ), all of which are junior exploration mining public companies traded on the TSX Venture Exchange in Canada. He was also a director of Bradner Ventures Ltd. (1997 to March 10, 2004) and held the office of President of that company (May 19, 2000 to March 10, 2004). Bradner was a junior mining exploration company established in June of 1983. It is quoted on the OTC Bulletin Board, Symbol BNVLF. Bradner⁽¹⁾ abandoned its business plan in July 2001 due to a market downturn in 2000.

-13-

Bradner was unable to raise the necessary additional funds to continue with its mineral exploration program. At that time a high tech deal was proposed by a close personal friend of one of the directors. This transaction was never consummated. The board of directors of Bradner has maintained continuity over the last ten years and considerable funds had been expended historically on its exploration activities. Currently Bradner is in the process of reorganizing its business activities. Other than Bradner, all of the companies Mr.Schmitz has been involved with have closely followed their stated business plans and are still in operation and trading. Mr. Schmitz spent approximately 5-10% of his time on our affairs in this past year. Mr. Schmitz will devote up to 6 hours per week of his time to our business and this will increase as future circumstances may require.

Ernest George Rogers, Director. Mr. Rogers has been the development director of Latebreaks.com Ltd., a leading UK Internet travel company. He has been involved with Latebreaks.com Ltd., and its related companies since 1995, providing design, development, sales and marketing expertise. Mr. Rogers was the sales and marketing director for In-touch Interactive Information Systems Ltd., a technology company, from 1989 to 1995 and was involved in the design of the software and hardware to production, installation and maintenance of the products produced by this company. Mr. Rogers spent approximately 5-10% of his time on our affairs in this past year. Mr. Rogers will devote approximately 5%-10% (3-6 hours per week) of his time to our business and this will increase as future circumstances may require.

Note:

1. Although Bradner currently does not have a viable mining project, it was not formed as a blank check company. Bradner operated as an active junior mining exploration company from its formation in June 1983 to July 2001 (18 years) and expended considerable funds historically on its exploration activities. Mr. Schmitz resigned from Bradner when he realized it would not be going forward with its new plans for business. Knightsbridge is not a blank check company as defined by Rule 419 of Regulation C under the rules of the Securities Act of 1933. Knightsbridge has a specific business plan to operate as a mineral exploration company, although it requires funding from this offering before it can implement this plan. We recognize Mr. Schmitz does not have professional or technical training credentials related to mineral exploration but he is very familiar and comfortable with junior mining exploration companies. As stated above, he is a director of three other active junior mining exploration companies which are currently listed on the TSX Venture Exchange. Knightsbridge has no intentions of merging with any other company or allowing itself to be acquired by another company, or to act as a blank check company as that term is defined under Rule 419 of Regulation C under the rules of the Securities Act of 1933. Messrs. Schmitz and Rogers intend to grow Knightsbridge into a strong junior exploration company once it obtains the necessary financing under this proposed prospectus offering.

Our officers and directors lack professional or technical training credentials related to mineral exploration, mine development or mining.

Significant Employees.

We have no employees who are not executive officers, but who are expected to make a significant contribution to our business.

Involvement in Certain Legal Proceedings.

During the past five years, none of our directors or officers have been:

• a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;
• convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
• subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
• found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

-14-

Family Relationships.

Not Applicable.

Conflicts of Interest

Mr. Schmitz will be subject to conflicts of interest. The conflicts arise from his relationships with other public and even private corporations. In the future, Mr. Schmitz expects to continue to be involved in the mining businesses for other entities and such involvement could create a conflict of interests.

Other Companies Mr. Schmitz is involved with could be presented with mineral exploration and development opportunities Knightsbridge is involved with. Knightsbridge may participate in the same properties with these companies. Joint ventures in acquiring, exploring and mining natural resources are frequent in the industry. Mr. Schmitz could also become aware of other mining or other exploration opportunities which Knightsbridge may find of interest. This would force Mr. Schmitz to determine which company to offer the project to and from where to seek the appropriate funding. As a result there may be situations which involve a conflict of interest. Mr. Schmitz has informed us he will attempt to avoid dealing with such other companies in such situations where conflicts might arise and will also disclose all such conflicts and will govern himself in respect thereof to the best of his abilities. In any event, Mr. Schmitz has agreed to notify Knightsbridge and the other member(s) of the boards of directors that may be involved, of the conflict of interest, and to abstain from voting on that subject matter.

Audit Committee Financial Expert.

Our Board of Directors has determined that we have at least one audit committee financial expert serving on our audit committee, namely Ron Schmitz. Mr. Schmitz would not be considered independent, as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934. Under the applicable Securities and Exchange Commission standard, an audit committee financial expert means a person who has the following attributes:

• An understanding of generally accepted accounting principles and financial statements;
• The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
• Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities;
• An understanding of internal controls and procedures for financial reporting; and
• An understanding of audit committee functions.

Mr. Schmitz completed level 3 of the Certified General Accountant program of the Certified General Accountants Association of Canada in June, 1987. He has provided accounting services since that time to public and private companies.
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information as of October 28 , 2005 regarding the beneficial ownership of our common stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) by each of our directors and executive officers and (iii) by all of our executive officers and directors as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.

-15-

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percentage of Class(1)
Ron Schmitz Suite 810 - 609 Granville Street Vancouver, BC V7Y 1G5	2,000,000 (Restricted securities as defined in the Securities Act of 1933)	18.18%
Ernest George Rogers 91 Commercial Road Poole, Dorset U.K. BH14 0JD	8,000,000 (Restricted securities as defined in the Securities Act of 1933)	72.73%
Yeun Mi Kim 126 - 14 Subu-ri Kunwi-up, Kunwi-kun, Kyung-buk 716 800 South Korea	1,000,000 (Restricted securities as defined in the Securities Act of 1933)	9.09%
All officers and directors as a group (2 persons).	10,000,000 (Restricted securities as defined in the Securities Act of 1933)	90.91%

Note:    (1)    Unless otherwise indicated, the named party is believed to have sole investment and voting control of the shares set forth in the above table.

Changes in Control.

There are no present arrangements or pledges of Knightsbridge's securities which may result in a change in control of Knightsbridge.

DESCRIPTION OF SECURITIES

Common Stock.

Knightsbridge is authorized to issue 100,000,000 shares of common stock, par value $0.00001 per share. Knightsbridge has no other classes of stock. As of October 28 , 2005, Knightsbridge had outstanding 11,000,000 shares of common stock. All shares of the common stock are equal to each other with respect to voting, and dividend rights, and are equal to each other with respect to liquidation rights.

Special meetings of the Shareholders may be called by the President or Board of Directors of Knightsbridge, or on the request of holders of at least ten percent of the outstanding voting shares. Holders of shares of the common stock are entitled to one vote at any meeting of the Shareholders for each share of the common stock they own as of the record date fixed by the Board of Directors. At any meeting of Shareholders, a quorum consists of one-third of the outstanding shares of the common stock of Knightsbridge entitled to vote, represented in person or by proxy. A vote of the majority of the shares of the common stock represented at a meeting will govern, even if this is substantially less than a majority of the shares of the common stock outstanding.

There are no conversion, pre-emptive or other subscription rights or privileges with respect to any share.

British Columbia residents, purchasing shares under an exemption, are subject to BC resale rules which require that the hold period for the securities purchased under this offering is four months, following which resale can be made pursuant to the conditions and requirements of the exemption provided by BC Instrument 72-502.

Non-Cumulative Voting. The shares of the common stock of Knightsbridge do not have cumulative voting rights, which means that the holders of more than fifty percent of the shares of the common stock voting for election of directors may elect all the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent will not be able to elect directors.

-16-

Dividends. The payment of dividends by Knightsbridge, if any, in the future, rests within the discretion of its Board of Directors and will depend, among other things, on its earnings, its capital requirements and its financial condition, as well as other relevant factors. Knightsbridge has not paid a cash or stock dividend and does not anticipate paying any cash or stock dividends in the foreseeable future. (See Risk Factors).

Transfer Agent.

Knightsbridge has appointed Nevada Agency & Trust Co., 50 West Liberty Street, Suite 880, Reno, Nevada 89501 as transfer agent for our shares of the common stock.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel whose services were used in the preparation of this Form SB-1 was hired on a contingent basis or will receive a direct or indirect interest in Knightsbridge.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Knightsbridge's articles of incorporation provide that it will indemnify its officers and directors to the full extent permitted by Nevada state law. Knightsbridge's bylaws provide that it will indemnify and hold harmless each person who was, is or is threatened to be made a party to or is otherwise involved in any threatened proceedings by reason of the fact that he or she is or was a director or officer of Knightsbridge or is or was serving at the request of Knightsbridge as a director, officer, partner, trustee, employee, or agent of another entity, against all losses, claims, damages, liabilities and expenses actually and reasonably incurred or suffered in connection with such proceeding.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission ("Commission") such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. If a claim for indemnification is asserted by such director, officer or controlling person, the registrant 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 will be governed by the final adjudication of such issue, unless the indemnification claim is for expenses incurred by one of the registrant's directors, officers or controlling persons in the successful defense of any action, suit or proceeding.

BUSINESS

Business Development.

We were incorporated on October 23, 2002 in the State of Nevada.

We have not had any bankruptcy, receivership or similar proceeding since incorporation.

There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We have no property other than by a recorded Bill of Sale Absolute in the name of Mr. Ron Schmitz who holds the property pursuant to a trust agreement for the benefit of Knightsbridge to one mineral claim located in British Columbia, Canada (the "Santos mineral claim").

-17-

Our Business.

We are a start-up, pre-exploration-stage company, and have not yet generated or realized any revenues from our business operations. An "exploration stage company", as defined by Guide 7(a)(4)(i) to the Securities Act of 1933, is an issuer engaged in the search for mineral deposits (reserves) which are not in either the development or production stage. We have not commenced active business operations and we do not own any properties, therefore, we have no operations and are a pre-exploration company. We have no revenues and we have achieved losses since inception. We have been issued a going concern opinion and rely upon the sale of our securities and loans from officers and directors to fund our operations.

We are not a blank check company. We have no intentions of merging with any other company or allowing ourselves to be acquired by another company, or to act as a blank check company as that term is defined under Rule 419 of Regulation C under the rules of the Securities Act of 1933. We have a specific business plan to operate as a mineral exploration company. We intend to aggressively pursue our business plan once we raise the necessary financing from this offering.

On November 15, 2002, we entered into a trust agreement with Mr. Ronald Schmitz, our President. Pursuant to that agreement we acquired 100% beneficial interest to the Santos mineral claim. Mr. Schmitz initially purchased the property on October 14, 2002, pursuant to a purchase agreement between himself and Mr. Locke B. Goldsmith, in which Mr. Schmitz purchased the Santos Mineral Claim for the ultimate benefit of Knightsbridge which was not yet formed at the time; in order, that we would avoid having to pay additional mining title fees and to avoid having to establish a subsidiary at this early stage of our corporate development. Mr. Schmitz purchased the Santos Mineral Claim from Mr. Locke B. Goldsmith for a fee of CDN $600 (US $387). Mr. Goldsmith is not related to Knightsbridge or any of its directors or officers or stockholders. The price negotiated for the Santo mineral claim was as a result of arms-length negotiations between the parties. Mr. Schmitz has not made any profit from this transaction with the Company. The trust agreement terminates on January 1, 2006, or at our option or on the date we transfer the claim to a Canadian subsidiary corporation we incorporate in the future. Title to the mining claim we intend to explore is not held in our name. Title to this mining claim is recorded in the name of Mr. Schmitz. If Mr. Schmitz transfers this mining claim to a third person, the third person will obtain good title and we will have nothing. If that happens, we will be harmed in that we will not own the rights to any mining claim, we would not have limited legal recourse and we will have to cease operations. If that event occurs, however, Mr. Schmitz will be liable to us for monetary damages for breach of his warranty of title and for breach of his fiduciary duties to us as director. The extent of these damages will be calculated so as to place us in the position we would have been in had the breach of warranty and fiduciary duties not occurred. Damages would include expenditures incurred by us in respect of the property in addition to loss of opportunity costs, the quantification of which would depend on any subsequently successful exploration of the properties.

If at any time the results of Phase I, Phase II or Phase III are unsuccessful, we will terminate the trust agreement and have no further obligations towards the Santos mineral claim.

The Santos mineral claim is located an hour and a half by road north of the City of Nelson in the Province of British Columbia. The Santos mineral claim consists of eighteen cells. Cells are based on latitude and longitude and vary in size according to the area of the province. Cells in the southern British Columbia are slightly larger, averaging 21 hectares. Cells in central British Columbia average 19 hectares, while cells in northern British Columbia average 16 hectares. The size of our eighteen cells is approximately 373.694 hectares. Title to our mineral claim is held by a recorded Bill of Sale Absolute in the name of Mr. Ron Schmitz who holds the property pursuant to a trust agreement for the benefit of Knightsbridge. Our annual fee per unit for the Santos Mineral Claim is CDN $ 4.00 per hectare for an aggregate total of CDN $ 1,495 payable to the Ministry of Energy and Mines. This payment is in lieu of completing the required work on the property.

To date we have not performed any work on the Santos mineral claim. We are presently in the pre-exploration stage and there is no assurance that a commercially viable mineral deposit exists in the Santos mineral claim until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We intend to try to develop any mineral deposits we find on the Santos mineral claim, if any, ourselves or enter into a joint venture with another mining company with more experience at that stage of operation.

-18-

Since no exploration work has been done on the Santos mineral claim in the past by us or any other parties, there are currently no geological, governmental or other reports prepared regarding the claim.

Mining exploration is conducted in phases. In the first phase of the exploration process a company investigates the area to find out if it could potentially contain the minerals sought. During this stage the company or its geologist reviews the available information on the area, such as previous mining history, historical geological reports, government geological maps, satellite images and often the inspection of rocks in easily accessible areas such as road cuts and quarries. Assuming a favourable report in the first stage, the company commences the process of target identification in the second phase. The second phase may involve geological mapping to identify rocks which look like those that are associated with, or contain mineral deposits. It may also include airborne geophysical surveys looking for anomalies associated with the minerals sought. This phase may also involve sampling rocks, soil or stream sediments to identify areas with anomalously high metal content. If this second phase is favorable the exploration will more to a third phase. This third phase concentrates around drill testing, trenching and excavation using machinery. The purpose of this phase is to obtain core or chips of the material below the earth's surface which can be examined and analyzed to determine what if any subsurface minerals exist and how they relate to those materials found on the surface. If the results of the third phase indicate there may be enough of the minerals sought present in the area such that they may likely to be worth mining, a fourth phase, called the evaluation phase, is undertaken. This involves detailed drilling to confirm the tonnage, grade, geometry and character of deposits. It usually involves obtaining material for processing and marketing trials. The fifth phase is mine development. This phase will only be undertaken if the fourth phase establishes mineral reserves of commercial quantities. This is a very rare occurrence. The Board of Directors of Knightsbridge will rely on the independent geologist's written report and recommendations submitted to the Board of Directors after completion of each stage of exploration to determine whether or not to undertake phases two and three. Geologists traditionally make independent recommendation in their written reports based on the laboratory analysis obtained from samples collected on a site. The Board of Directors will review these results and rely on the recommendations of the geologist to determine whether or not Knightsbridge should proceed to the next phase of exploration on a particular property.

Knightsbridge is right at the very beginning phase of mining exploration. A more detailed outlined of our proposed exploration program is set out under the heading "Plan of Operation" in this Prospectus. We will not move on to a subsequent phase of the exploration program until the phase we are working on is completed and the evaluation has been rendered. We will base our decision to move to the next phase on analysis of the positive or negative results of each phase, the recommendation of the geologist(s) we engage, and our cash reserves at the time of assessment to move on to the next phase or raise the necessary monies need to complete the next phase.

We do not have any plans to take Knightsbridge from exploration to revenue generation. We are an exploration company. Even if we complete our current exploration program and are successful in identifying a mineral deposit, we will need to incur substantial expenses to conduct further drilling and engineering studies before we will be able to establish reserves of commercial quantities. At this time, we cannot assure you that we will be able to find such a mineral deposit or obtain the necessary funds to establish its commercial feasibility.

Competitive Factors.

The mining industry, in general, is intensively competitive and there is not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Knightsbridge not receiving an adequate return on invested capital.

Regulations.

Our mineral exploration program is subject to the Mineral Tenure Act (British Columbia) and Regulations. This act sets forth rules for:

• locating claims,
• posting claims,
• working claims, and
• reporting work performed.

-19-

The Mineral Tenure Act (British Columbia) and Regulations also govern the work requirements for a claim including the minimum annual work requirements necessary to maintain a claim. The holder of a mineral claim must perform exploration and development work on the claim of $4 per hectare or pay cash-in-lieu of this work. We have one claim of eighteen cells consisting of approximately 373.694 hectares.

We are also subject to the British Columbia Mineral Exploration Code (the "Code") that tells us how and where we can explore for minerals. We must comply with these laws to operate our business. The purpose of the Code is to assist persons who wish to explore for minerals in British Columbia to understand the process whereby exploration activities are permitted and regulated. The Code establishes Province-wide standards for mineral exploration and development activities. The Code also manages and administers exploration and development activities to ensure maximum extraction with a minimum of environmental disturbance. The Code does not apply to certain exploration work we will be conducting. Specifically, work that does not involve mechanical disturbance of the surface including:

• Prospecting using hand-held tools,
• Geological and geochemical surveying,
• Airborne geophysical surveying,
• Hand-trenching without the use of explosives, and
• The establishment of gridlines that do not require the felling of trees.
  

Subject to the results of Phase I, the exploration activities that we may carry out in subsequent phases which are subject to the provisions of the Code are as follows:

• Drilling, trenching and excavating using machinery, and
• Disturbance of the ground by mechanical means (blasting).
  

Prior to proceeding with any exploration work subject to the Code we must apply to the Ministry of Energy and Mines, Energy and Minerals Division, for a notice of work permit. In this notice we will be required to set out the location, nature, extent and duration of the proposed exploration activities. The timeline for obtaining this work permit is two weeks. There is no cost associated with obtaining this permit.

The exploration permit that may be required for activities in phases subsequent to Phase I is the only permit or license we will need to explore for minerals on the Santos mineral claim and it will be granted as a matter of right.

Environmental Laws.

We will also have to sustain the cost of reclamation and environmental remediation for all work undertaken which causes sufficient surface disturbance to necessitate reclamation work. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to a natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills. Our Phase I and II programs do not require any reclamation or remediation other than minor clean up and removal of supplies because of minimal disturbance to the ground. The amount of these costs is not known at this time as we do not know the extent of the exploration program we will undertake, beyond completion of the recommended two phases described above. Because there is presently no information on the size, tenure, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit is discovered.

-20-

Employees and Employment Agreements.

At present, we have no employees, other than Messrs. Schmitz and Rogers, our officers and directors, who are not compensated for their services. Messrs. Schmitz and Rogers do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to any employees.

We intend to hire independent geologists, engineers and excavation subcontractors on an as needed basis. We have not entered into any negotiations or contracts with any of them. We do not intend to initiate negotiations or hire anyone until we receive proceeds from our offering.

Reports to Securities Holders.

As of the date of this Prospectus, we became subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith, will file reports and other information with the Commission. Reports and other information filed by us with the Commission pursuant to the informational requirements of the Securities Exchange Act of 1934 will be available for inspection and copying at the public reference facilities maintained by the Commission at 100 F Street, NE, Washington, D.C. 20549. Copies of such material may be obtained from the public reference section of the Commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our reports and other documents filed with the Commission may also be available electronically on the World Wide Web at http://www.sec.gov.

We may elect not to file a Form 8-A or other Registration Statement under the Securities Exchange Act of 1934 and therefore, will only be subject to Section 15(d) following the effective date, therefore the proxy rules, short-swing profits regulations, beneficial ownership reporting regulations and the bulk of the tender offer regulations will not apply to us.

After we complete this offering, we will not be required to furnish you with an annual report. Further we will not voluntarily send you an annual report. 

PLAN OF OPERATION

Forward Looking Information.

This section of the prospectus includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like:

believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Our Proposed Plan of Operation.

We are a start-up, pre-exploration stage company and have not yet generated or realized any revenues from our business operations. The Santos mineral claim is without known mineralization and our proposed program is exploratory in nature. We must conduct exploration to determine what amount of minerals, if any, exist on the property and if any minerals which are found can be economically extracted and profitably processed. Specifically, we intend to explore for silver, zinc and lead on the Santos mineral claim.

If we raise the maximum amount of this offering mid-November , 2005, we will begin Phase 1 and complete Phase 1 at the end of June, 2006 . Phase 1 would take approximately 1 and 1/2 months and we intend to allocate US $10,000 to its completion. We would then start Phase 2 at the beginning of July , 2006 and complete Phase 2 September, 2006. Phase 2 would take approximately 3 months and we intend to allocate US $35,000 for its completion. We would start Phase 3 September, 2006 and complete Phase 3 in late 2007. Phase 3 would take approximately 6 months and we intend to allocate US $60,000 to this phase. We cannot work from December to May because of bad weather conditions. If we raise the maximum amount of funds under this offering, we will not need any more funding for Phases 1, 2 and 3. If we do not raise the maximum amount of funds under this offering, then we will have to raise more money through private placements, public offerings or by bringing in other partners. The money we raise from this offering will determine how long we can satisfy our cash

-21-

requirements. If we do not raise enough funds, Knightsbridge will have to raise additional funds within the next 12 months or go out of business. Knightsbridge will need a minimum of US$ 6,000 in order to meet its expenses associate with meeting the periodic reporting requirements of a public company. As of September 30 , 2005 our cash balance was $ 1,919 . Without additional financing, we would not be able to continue beyond three to six months. Mr. Schmitz, an officer and director of Knightsbridge has orally agreed to provide the necessary cash funding for us if we are unable to raise the necessary funds. The commitment from Mr. Schmitz is not in writing. His commitment may not be enforceable, as we have not given any consideration to Mr. Schmitz to make it a binding agreement. Should Mr. Schmitz not provide us with the funds necessary to cover our operating expenses, Knightsbridge would cease to exist within six months or less.

If the results of Phase 1 or 2 are not successful and we choose not to continue Phase 2 or 3, we will seek to acquire other claims for exploration as we are an exploration company. We will not acquire claims from related parties.

We need to raise the maximum amount of this offering or we may not be able to continue for the next 12 months unless we obtain additional capital to pay our bills. We have not generated any revenues and no revenues are anticipated unless and until silver, lead or zinc are discovered on the property in which we have an interest. Accordingly, we would need to raise cash from other sources than the sale of the silver, lead or zinc. We will be conducting research in connection with the exploration of the property on which we own mining interests. We are not going to buy or sell any plant or significant equipment. We do not expect a change in the number of our employees.

We intend to implement an exploration program, designed to target zinc, lead and silver reserves, as these elements have been historically found in this region. In particular there have been a number of lead, silver and zinc producing mines in the Slocan Mining District where this claim is situated; although, there has been no such exploration on the Santos mineral claim. We intend to proceed in the following three phases all of which will be supervised by Mr. Ron Schmitz, our President and by an independent geologist and other contractors hired by him on our behalf. We will assess the success of phase I and phase II of our exploration program, based on the written report and recommendations of a qualified, independent geologist, before proceeding any further. Should we not achieve a successful result based on these assessments, we will abandon this claim and look for other mining properties. We will not hire anyone to start exploration until we receive funds from this offering to start exploring for minerals on the Santos mineral claim.

Phase I. Phase I will begin with research of the available geologic literature, personal interviews with geologists, and others familiar with the prospect area where the Santos mineral claim is located.

When the research is completed, our initial work will be augmented with geologic mapping which includes taking measurement of regular spacing from a reference location for sample sites, preliminary examination and description of rock and mineral types for use in preparation of maps which show location and features of each rock or mineral occurrence, if present. The geologic mapping on the property will be done by taking rock and soil samples throughout the property which have been measured from a reference location for analysis in a laboratory to determine the quantities of certain of the metallic and non metallic elements in each sample . On areas with no rock outcrops, we will do soil survey grids. We will also analyze surface outcrops of rock and the topography of the property to assist in the geologic mapping.

We will also conduct geochemical testing during Phase I. Rock and soil samples will be taken from the property and taken to a laboratory where a determination of the elemental make up of the sample and the exact concentrations of mineral composition (lead, silver or zinc) will be made. We will then compare the relative concentrations of mineral samples so the results from different samples can be compared in a more precise manner and plotted on a map to evaluate their significance and determine whether or not the Santos mineral claim has current economic potential and whether further exploration is warranted.

-22-

Phase I will take about one and a half months and cost up to $10,000. We will rely on our independent geologist's written report and recommendations based on his laboratory analysis to determine if we should proceed to Phase II.

Phase II. Subject to the results of the report provided by the results obtained in Phase I, we will continue to Phase II. Phase II will consist of a detailed description of rock and mineral types for use in preparation of maps which show the location and features of each rock or mineral occurrence, if present. Phase II will consist of a collection of rock and soil samples at additional sites, which may be measured from a reference location, for analysis in a laboratory to determine the quantities of certain of the metallic and non-metallic elements in each sample. Digging pits or trenches through soil to expose rock for purposes of sampling and description of rock or mineral occurrences might be part of the program. Trenches or pits could be one to two metres deep and could be from several metres to a hundred or more metres in length. We anticipate that we will rely primarily on more extensive trenching during Phase II to identify the extent of mineralization. We estimate that Phase II will take about three months to complete and cost up to $35,000.

Subject to the results provided by the independent geologist written report and recommendations based on his laboratory analysis of Phase II, we will determine if the property warrants a Phase III study.

Phase III. Phase III is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body. Phase III will take about 6 months and cost up to $60,000. We do not anticipate commencing Phase III until late 2006.

If the geologist's report based on his laboratory analysis advises that the results of each Phase is not successful, we will explore other mineral properties.

We intend to try to develop any mineralization ourselves or enter into a joint venture with another mining company with more experience at that stage of operation. The three phases of exploration will be conducted by a qualified independent geologist with reasonable experience in exploration of lead, silver and zinc mineral properties. The exploration will be supervised by Mr. Schmitz, our President. Mr. Schmitz has had extensive experience with junior mining exploration companies as an accountant and a director and officer but is not a geologist or engineer.

We will be conducting research in connection with the exploration of the Santos mineral claim. We are not going to buy or sell any plant or significant equipment. We do not expect a change in our number of employees.

Capital Requirements of Our Proposed Exploration Program.

For all three phases of our proposed exploration program, we anticipate the capital costs to be approximately $105,000. This amount will include all costs in respect of the equipment we will need during each phase (including rental of a backhoe and a drill, as well as the purchase of hand tools and explosives); the services of a professional independent geologist who will be responsible for geologic mapping, soil sampling, and supervision; the services of field workers who will be responsible for general labor, including trenching, and site maintenance; food and camp supplies; and analysis of samples, including shipping of samples to laboratory and testing analysis.

Need for Additional Capital.

If we are successful in selling the 2,000,000 shares of common stock offered under this prospectus, management believes we will have sufficient capital to complete all three exploration phases proposed for the Santos mineral claim. We will assess whether to proceed with Phase II of the exploration program upon completion of Phase I and an evaluation of the results of the Phase I program. Similarly, we will assess whether to proceed with Phase III of the exploration program upon completion of Phase II and an evaluation of the results of the Phase II program.

If our exploration activities are successful we plan to either further develop the Santos mineral claim on our own or enter into a joint venture with another mining company with more experience at that stage of operation. We will need a considerable amount of additional capital if we are to proceed to further development of the Santos mineral claim.

-23-

If we are unable to sell more than 500,000 shares of the planned offering we will only have sufficient capital available to fund the Phase I exploration program and we would have to search for additional financing at that time or suspend operations.

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

DESCRIPTION OF PROPERTY

Mining Properties - General.

On October 14, 2002, Ronald Schmitz, our President and a member of the board of directors, acting as Trustee on our behalf and prior to our formation, entered into a purchase agreement to acquire one mineral claim, for our ultimate benefit, from Mr. Goldsmith. Mr. Goldsmith is an independent geologist who is known to the mining community in British Columbia. He is not related to any of our officers or directors and/or affiliates. The mineral claim consists of 18 cell in British Columbia, Canada known as the Santos mineral claim. This acquisition was subsequently recorded in the BC Mining Office on November 15, 2002. The previous claim number for the Santos mineral claims was changed from 256380 to 516133 when our claim was converted to cells this summer under the new Mineral Titles Online registry in British Columbia.

Subsequent to Mr. Schmitz's purchase of the mineral claim, we entered into a trust agreement, dated November 15, 2002, with Mr. Schmitz in order to avoid having to pay additional mining title fees and to avoid having to establish a subsidiary at this early stage of our corporate development. The trust agreement terminates on January 1, 2006, or at our option or on the date we transfer the Santos mineral claim to a Canadian subsidiary corporation we incorporate in the future. If at anytime the results of Phase I, Phase II or Phase III are unsuccessful, we will terminate the trust agreement and have no further obligations towards the Santos mineral claim.

A mining claim is generally described to be that portion of the public mineral lands which a miner, for mining purposes, takes and holds in accordance with local mining laws but is also described to mean a parcel of land which might contain precious metals in the soil or rock. The Santos mineral claim consists of eighteen cells. Cells are based on latitude and longitude and vary in size according to the area of the province. In British Columbia, cells in the southern British Columbia are slightly larger, averaging 21 hectares. Cells in central British Columbia average 19 hectares, while cells in northern British Columbia average 16 hectares. The size of our eighteen cells is approximately 373.694 hectares. The source of power utilized on the property where the Santos mineral claim is located is diesel power.

To date we have not performed any work on the Santos mineral claim and have spent no monies on exploration activities.

Legal Status of Santos Mineral Claim.

The Santos mineral claim was purchased from Mr. Locke B. Goldsmith, M.Sc., P.Eng., P.Geo, due to its location in a historic mining area that generally had previously producing lead, silver and zinc mines in other claims. Mr. Goldsmith is a qualified, independent geologist, as per definition in National Instrument 43-101 in Canada and a 40-year veteran of the mining industry. Mr. Goldsmith transferred ownership of the Santos mineral claim to Mr. Ronald Schmitz on October 14, 2002, by a recorded Bill of Sale Absolute in the name of Mr. Ron Schmitz who holds the property pursuant to a trust agreement for the benefit of Knightsbridge. The Bill of Sale Absolute was registered in the BC Mining Office on November 15, 2002. Mr. Schmitz holds the mining rights to the Santos mineral claim which thereby gives him or his designated agent, the rights to mine and recover all of the minerals contained within the surface boundaries of the claim continued vertically downward. In the event Mr. Schmitz was to grant ownership to a third party, they would obtain good title and we would have nothing. Mr. Schmitz would, however, be liable to us for monetary damages for breach of the trust agreement he signed with us on November 15, 2002.

Since there has been no prior exploration on the property, we are not aware of any mineralization found on the property. Also, there are no geological or mining engineering reports regarding the Santos mineral claim. A fully qualified and independent geologist, will conduct the exploration work in phases I to III and will provide us with a technical report at that time Also, none of our officers or directors have as yet, visited the property.

-24-

Under British Columbia law, if the ownership of the Santos mineral claim were to be passed to us and the ownership were to be recorded in our name, we would have to pay a minimum of $500 and file other documents since we are a foreign company in Canada. We would also be required to form a British Columbia company which would necessitate a board of directors, a majority of which would have to be British Columbia residents, and obtain audited financial statements for that company. We have decided that if valuable mineral deposits are discovered on the Santos mineral claim and it appears that it might be economical to remove the ore, we will record the ownership, pay the additional fees and file as a foreign Company or establish a corporate subsidiary in British Columbia. The decision to record or not record is solely within our province.

All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the Santos mineral claim, that is the province of British Columbia.

In the 19th century the practice of reserving the minerals from fee simple Crown grants was established. The legislation ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The Santos mineral claim is one such acquisition. Accordingly, fee simple title to the Santos mineral claim resides with the Crown. The Santos mineral claim is a mining lease issued pursuant to the British Columbia Mineral Act to Mr. Schmitz. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.

The Santos mineral claim is unencumbered and there are no competitive conditions which affect the Santos mineral claim. Further, there is no insurance covering the Santos mineral claim. We believe that no insurance is necessary since the Santos mineral claim is unimproved and contains no buildings or improvements.

Claim Status.

The name, tenure number, date of recording and expiration date of the Santos mineral claim is as follows:

Claim Name	Tenure Number	Recording Date	Expiry Date
Santos	516133	November 15, 2002	August 19, 2006

Note :

1. The former tenure number 256380 was changed to 516133 when the claim was converted in the summer 2005 under the new Mineral Titles Online registry system in British Columbia.

The Santos mineral claim consists of eighteen cells. Cells are based on latitude and longitude and vary in size according to the area of the province. Cells in the southern British Columbia are slightly larger, averaging 21 hectares. Cells in central British Columbia average 19 hectares, while cells in northern British Columbia average 16 hectares. The size of our eighteen cells is approximately 373.694 hectares. Title to our mineral claim is held by a recorded Bill of Sale Absolute in the name of Ron Schmitz, which has been filed as Exhibit 10.1 to this prospectus. Mr. Ron Schmitz holds the property pursuant to a trust agreement for the benefit of Knightsbridge. The Santos mineral claim was selected for acquisition due to its cost, previously recorded surrounding exploration, development and extraction work and because the Santos mineral claim is not located in an environmentally sensitive region.

Information regarding the Claim can be determined by reviewing the British Columbia government website located at http://www.mapplace.ca/. This website contains a detailed description of the rock formation and mineralization of all staked lands in British Columbia. The information can be viewed by clicking on "The Map Place", then, after downloading " MapPlace Lite WMS Viewer ", by clicking on " Main Maps" and then "Mineral Titles Map". You can then enter in claim tenure number in the "Zoom GoTo" search window to view the area of the Santos mineral claim. For title information you can go back to the "Mineral Titles Map" in the lower window, under the heading "Contents", then "Database

-25-

Searches", click on "Tenure Number" and enter the claim tenure number as indicated above to view the "Mineral Titles Tenure Detail". This website database contains a detailed description of the rock formation, mineralization and ownership of all staked lands in British Columbia.

To keep the Santos mineral claim in good standing, such that it does not expire on the dates indicated in the preceding, we must perform exploration and development work on the claim on or before August 19, 2006 or pay $4 per hectare to prevent the Santos mineral claim from reverting to the Crown.

It is our intention to incorporate a Canadian subsidiary company and record the ownership in the name of our subsidiary if lead, silver or zinc is discovered on the Santos mineral claim and it appears that it would be economically viable to commercially mine the Santos mineral claim.

Knightsbridge is a pre-exploration stage company. There is no assurance that a commercially viable mineral deposit exists on the Santos mineral claim. Exploration will be required before Knightsbridge can make an evaluation as to the economic and legal feasibility of the Santos mineral claim.

Location and Access.

The Santos mineral claim is located on the lower slopes of Mount Carpenter at the north end of the Kokanee Range in the Selkirk Mountains. Highway 31A passes through the south part of the Santos mineral claim, approximately 8 kilometres east of the village of New Denver. Another accessible road departs northerly from Highway 31A at Three Forks and parallels Kane Creek through the southern and eastern parts of the Santos mineral claim. Various trails provide additional access.

Physiography.

The Santos mineral claim is snow-free from May through November, allowing a six or seven -month exploration season. The location of the Santos mineral claim is within easy commuting distance of New Denver, which has grocery stores, restaurants, motels and banking facilities. The City of Nelson, which is one hour and a half by road to the south, is the nearest major centre.

Geology of Area Where Santos Mineral Claim is Located.

The area where the Santos mineral claim is located consists primarily of rocks known as the Slocan group of Jurassic age rocks. The Slocan group of Jurassic age rocks are composed of rocks, sand, clay, and mixtures of sand and clay, now solidified into sandstone (quartzite), claystone (slate) and an admixture of the two (argillite).

The original horizontal beds of various rocks have been tilted by processes of earth movement so that the beds are now on edge, with the long axis of the edges oriented in a north-northwesterly direction, with the slope so measured on the tops of the beds variable to the northeast and southwest. Intrusive rocks of variable composition have been injected into and are younger than Slocan Group rocks

Proposed Program of Exploration.

There is no recorded history of prior exploration of the Santos mineral claim. We intend to conduct initial exploration of the Santos mineral claim to determine if there are commercially exploitable lead, silver or zinc mineral deposits. Historically, there have been several lead, silver and zinc mines in the area surrounding the Santos mineral claim. We anticipate a three phase exploration program to properly evaluate the potential of the Santos mineral claim. We must conduct exploration to determine what minerals, if any, exist on the Santos mineral claim and if any minerals which are found can be economically extracted and profitably processed. Our proposed program of exploration is explained in more detail in this prospectus under "Management Discussion and Analysis and Plan of Operation".

-26-

History of Previous Work.

The Santos mineral claim is located in a historic mining district and is located between three former silver, lead and zinc producing mines. There is, however, no recorded history of prior exploration on our claim. No mineralization is known on our claim.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November 5, 2002, we issued a total of 2,000,000 shares of restricted common stock to Mr. Ronald Schmitz and on November 21, 2002, we issued a total of 8,000,000 shares of restricted common stock to Mr. Ernest Rogers, who are officers and directors of our company. The shares were acquired for a total cash consideration of $1,000 or $0.0001 per share.

Since our inception, Mr. Schmitz, advanced loans to us in the total sum of $25,694, which were used for organizational and start-up costs and operating capital. The loans do not bear interest and have not been paid as of the date hereof. There are no documents reflecting the loan and they are not due on a specific date. Mr. Schmitz will accept repayment from us when money is available. We plan to repay the loan from the proceeds of this offering provided that we raise the maximum amount.

On November 15, 2002, we entered into a trust agreement with Ronald Schmitz, President of Knightsbridge. Under the agreement Mr. Schmitz has agreed to act as Trustee to hold the Santos mineral claim number 256380 on behalf of Knightsbridge until January 1, 2006 or Knightsbridge decides to either terminate the agreement or transfer the interest in the Santos mineral claim to a Canadian subsidiary to be formed. The trust allows Knightsbridge to investigate the property without the expense of additional mining office fees and the need to establish a Canadian subsidiary at this early stage of our corporate development.

Mr. Schmitz is involved with several other mining exploration companies. As a result a conflict of interest between Knightsbridge and one of these other companies may arise from time to time. We have not formulated a policy for the resolution of such conflicts at this time.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information.

No public market has been established for the common stock of Knightsbridge. There are at present no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in Knightsbridge's securities. There is no assurance that a trading market will ever develop for the common stock of Knightsbridge or, if such a market does develop, that it will continue.

Knightsbridge has no common equity subject to outstanding purchase options or warrants. Knightsbridge has no securities convertible into its common equity. Knightsbridge has common equity that can be sold pursuant to Rule 144 under the Securities Act of 1933. Except for this offering, there is no common equity that is being, or has been publicly proposed to be, publicly registered by Knightsbridge.

As of October 28 , 2005, there were 11,000,000 shares of common stock outstanding, held by three (3) shareholders of record who of which two are directors of Knightsbridge. On completion of this offering, we will have 13,000,000 shares of common stock outstanding, assuming all 2,000,000 shares offered are sold. After the offering, 2,000,000 of the 13,000,000 shares of common stock outstanding will be immediately tradeable without restriction under the Securities Act of 1933 except for any shares purchased by an "affiliate" of ours, as that term is defined in the Securities Act of 1933, as amended. Affiliates will be subject to the resale limitations of Rule 144 under the Securities Act of 1933, as amended.

Dividends.

No dividends have been paid to date and none is expected to be paid in the foreseeable future.

-27-

Equity Compensation Plan.

We do not have any securities authorized for issuance under any equity compensation plans.

EXECUTIVE COMPENSATION

Summary of Compensation of Executive Officers.

The following table summarizes the compensation paid to our President and Chief Executive Officer during the last three complete fiscal years. No other officer or director received annual compensation in excess of $100,000 since our date of incorporation.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Annual Compensation			Long Term Compensation			All Other Compensation
		Salary	Bonus	Other Annual Compensation	Awards		Payouts
					Securities Under Options/ SARs Granted	Restricted Shares or Restricted Share Units	LTIP Payouts
Ronald Schmitz(1) President, CEO and Director	2004 2003 2002	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

   Notes:    (1)     Mr. Schmitz became a director and officer of Knightsbridge on the date we were incorporated, October 23, 2002.

Stock Options/SAR Grants.

No grants of stock options or stock appreciation rights were made to our named executive officers or any other parties during the fiscal year ended December 31, 2004 or December 31, 2003.

Long-Term Incentive Plans.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

Compensation of Directors.

No cash compensation was paid to our directors for their services as directors during the fiscal year ended December 31, 2004 , or December 31, 2003. We have no standard arrangement pursuant to which our directors are to be compensated for their services in their capacity as directors except for the granting from time to time of incentive stock options. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated below, no director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.

-28-

Employment Contracts and Termination of Employment.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement).

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering . The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class Before Offering After Offering (2)
Ron Schmitz(3) Suite 810 - 609 Granville Street Vancouver, British Columbia V7Y 1G5	2,000,000 (Restricted securities as defined in the Securities Act of 1933)	18.18%/ 15.38%
Ernest Rogers(3) 91 Commercial Road Poole, Dorset U.K. BH14 0JD	8,000,000 (Restricted securities as defined in the Securities Act of 1933)	72.73%/ 61.54%
Yeun Mi Kim 126 - 14 Subu-ri Kunwi-up, Kunwi-kun, Kyung-buk 716 800 South Korea	1,000,000 (Restricted securities as defined in the Securities Act of 1933)	9.09%/ 7.69%
Total Held by Officers and Directors as a Group	10,000,000	90.9%/ 76.92%

Notes:

1. Unless otherwise indicated, the named party is believed to have sole investment and voting control of the shares set forth in the above table.
2. Assuming all 2,000,000 Shares are sold.
3. Messrs. Schmitz and Rogers do not intend to purchase any shares under this offering.

Future Sales by Existing Stockholders.

A total of 11,000,000 shares of common stock were issued to the existing stockholders, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after the acquisition of their shareholdings; which would be November 5, 2003 for Mr. Schmitz, November 21, 2003 for Mr. Rogers, and April 7, 2004 for Ms. Kim.

Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

-29-

SIGNIFICANT PARTIES

Directors, Officers & Promoters

Name	Age	Positions	Date First Held	Term of Office
Ron Schmitz Suite 810, 609 Granville Vancouver, B.C. V7Y 1G5	39	President, Chief Executive Officer, Secretary, Treasurer & Director	October 23, 2002	to present
Ernest George Rogers 91 Commercial Road Poole, Dorset U.K. BH14 0JD	55	Director	January 23, 2003	to present

Record & Beneficial Owners of 5% or More

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class Before Offering After Offering (2)
Ron Schmitz(3) Suite 810 - 609 Granville Street Vancouver, British Columbia V7Y 1G5	2,000,000 (Restricted securities as defined in the Securities Act of 1933)	18.18%/ 15.38%
Ernest Rogers(3) 91 Commercial Road Poole, Dorset U.K. BH14 0JD	8,000,000 (Restricted securities as defined in the Securities Act of 1933)	72.73%/ 61.54%
Yeun Mi Kim 126 - 14 Subu-ri Kunwi-up, Kunwi-kun, Kyung-buk 716 800 South Korea	1,000,000 (Restricted securities as defined in the Securities Act of 1933)	9.09%/ 7.69%
Total Held by Officers and Directors as a Group	10,000,000	90.9% / 76.92%

Notes:

1. Unless otherwise indicated, the named party is believed to have sole investment and voting control of the shares set forth in the above table.
2. Assuming all 2,000,000 Shares are sold.
3. Messrs. Schmitz and Rogers do not intend to purchase any shares under this offering.

Affiliates & Underwriters

The Company does not have any affiliates and is not using an underwriter in conducting this offering..

Validity of Shares

The validity of the Shares offered hereby will be passed upon for the Company by the law firm of Laura E. Anthony, Esquire, 330 Clematis Street, Suite 217, West Palm Beach, FL 33401.

-30-

Experts

Our financial statements for the period from inception to December 31, 2004, included in this prospectus have been audited by Amisano Hanson, independent Certified Accountants, of 604 - 750 West Pender Street Vancouver, British Columbia, Canada V6C 2T7, as set forth in their report included in this prospectus.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We recently appointed Amisano Hanson, CA as the company's independent accountants. We have had no change in, or disagreements with, our principal independent accountant since our formation in 2002.

FINANCIAL STATEMENTS

Our fiscal year end is December 31.

Our unaudited financial statement for the fiscal quarters ended June 30 , 2005, and our audited financial statement from inception to December 31, 2004, immediately follow:

[Financials Begin on Next Page]

-31-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

June 30, 2005

(Stated in US Dollars)

(Unaudited)

-32-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM BALANCE SHEETS

June 30, 2005 and December 31, 2004

(Stated in US Dollars)

(Unaudited)

		June 30,	December 31,
ASSETS		2005	2004
Current
Cash		$ 1,919	$ 1,372
LIABILITIES
Current
Accounts payable and accrued liabilities		$ 3,500	$ 7,692
Advances from a director - Note 4		25,694	18,044
		29,194	25,736
STOCKHOLDERS' DEFICIENCY
Common stock, $0.00001 par value
100,000,000	shares authorized
11,000,000	shares issued (December 31, 2004: 11,000,000)	110	110
Additional paid-in capital		990	990
Contributed surplus		387	387
Deficit accumulated during the pre-exploration stage		(28,762)	(25,851)
		(27,275)	(24,364)
		$ 1,919	$ 1,372

SEE ACCOMPANYING NOTES

-33-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three and six month periods ended June 30, 2005 and 2004

and for the period October 23, 2002 (Date of Incorporation) to June 30, 2005

(Stated in US Dollars)

(Unaudited)

					October 23,
					2002 (Date of
					Incorporation)
	Three months ended		Six months ended		to
	June 30,		June 30,		June 30,
	2005	2004	2005	2004	2005
Expenses
Audit and accounting fees	$ 1,000	$ 1,000	$ 2,000	$ 1,000	$ 13,138
Bank charges	33	36	71	82	402
Foreign exchange gain	-	(14)	-	(30)	(142)
Legal fees	-	-	-	-	10,000
Mineral claim and pre-exploration costs	-	-	-	-	2,138
Office	-	-	77	-	123
Registration and filing fees	-	-	763	-	3,103
Net loss for the period	$ (1,033)	$ (1,022)	$ (2,911)	$ (1,052)	$ (28,762)
Basic and diluted loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding	11,000,000	11,000,000	11,000,000	11,000,000

SEE ACCOMPANYING NOTES

-34-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the six month periods ended June 30, 2005 and 2004

and for the period October 23, 2002 (Date of Incorporation) to June 30, 2005

(Stated in US Dollars)

(Unaudited)

			October 23, 2002
			(Date of
			Incorporation) to
			June 30,
	2005	2004	2005
Cash Flows used in Operating Activities
Net loss for the period	$ (2,911)	$ (1,052)	$ (28,762)
Contribution of capital by shareholder for mineral claim cost	-	-	387
Change in non-cash working capital balance  related to operations
Accounts payable and accrued liabilities	(4,192)	1,000	3,500
	(7,103)	(52)	(24,875)
Cash Flows from Financing Activities
Common stock issued	-	-	1,100
Advances from a director	7,650	-	25,694
	7,650	-	26,794
Increase (decrease) in cash during the period	547	(52)	1,919
Cash, beginning of the period	1,372	1,305	-
Cash, end of the period	$ 1,919	$ 1,253	$ 1,919
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$ -	$ -	$ -
Income taxes	$ -	$ -	$ -

SEE ACCOMPANYING NOTES

-35-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS' DEFICIENCY

for the period October 23, 2002 (Date of Incorporation) to June 30, 2005

(Stated in US Dollars)

(Unaudited)

					Deficit
					Accumulated
			Additional		During the
	Common Shares		Paid-in	Contributed	Pre-exploration
	Number	Par Value	Capital	Surplus	Stage	Total
Common stock issued for cash - at $0.0001	10,000,000	$ 100	$ 900	$ -	$ -	$ 1,000
Contribution of capital by shareholder	-	-	-	387	-	387
Net loss for the period	-	-	-	-	(8,001)	(8,001)
Balance, December 31, 2002	10,000,000	100	900	387	(8,001)	(6,614)
Common stock issued for cash - at $0.0001	1,000,000	10	90	-	-	100
Net loss for the year	-	-	-	-	(11,435)	(11,435)
Balance, December 31, 2003	11,000,000	110	990	387	(19,436)	(17,949)
Net loss for the year	-	-	-	-	(6,415)	(6,415)
Balance, December 31, 2004	11,000,000	110	990	387	(25,851)	(24,364)
Net loss for the period	-	-	-	-	(2,911)	(2,911)
Balance, as at June 30, 2005	11,000,000	$ 110	$ 990	$ 387	$ (28,762)	$ (27,275)

SEE ACCOMPANYING NOTES

-36-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2005

(Stated in US Dollars)

(Unaudited)

Note 1 Interim Reporting

While the information presented in the accompany interim six month financial statement is unaudited, it includes all adjustments which are in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the Company's December 31, 2004 audited financial statements.

Note 2 Continuance of Operations

The financial statements have been prepared using generally accepted accounting principles in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. At June 30, 2005, the Company has a working capital deficiency of $27,275, has yet to achieve profitable operations and has accumulated losses of $28,762 since its commencement. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

The Company has filed its Form SB-1 registration statement for the sale of up to 2,000,000 of the Company's common shares at $0.10 per share.

Note 3 Mineral Claims

On November 15, 2002, the Company acquired one mining claim consisting of twelve units located in the Province of British Columbia, Canada for $387 (CDN$600), contributed by a shareholder of the Company. This claim was acquired on behalf of the Company by a director of the Company pursuant to a trust agreement. The claim has not proven to have commercially recoverable reserves and therefore the acquisition costs have been expensed. Subsequent to June 30, 2005, the Company renewed its mineral claim such that the claim has an expiration date of August 19, 2006.

Note 4 Advances from a Director

The advances from a director are unsecured, non-interest bearing and due on demand.

Note 5 Subsequent Events

Subsequent to June 30, 2005, a director advanced the Company $4,561. The advances are unsecured, non-interest bearing and due on demand.

-37-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

REPORT AND FINANCIAL STATEMENTS

December 31, 2004 and 2003

(Stated in US Dollars)

-38-

A PARTNERSHIP OF INCORPORATED PROFESSIONALS	Amisano Hanson
	Chartered Accountants

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Knightsbridge Resources Inc.

We have audited the accompanying balance sheets of Knightsbridge Resources Inc. (A Pre-exploration Stage Company) as of December 31, 2004 and 2003 and the related statements of operations, cash flows and stockholders' deficiency for the years ended December 31, 2004 and 2003 and the period October 23, 2002 (Date of Incorporation) to December 31, 2004. 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 of America). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Knightsbridge Resources Inc. as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003 and the period October 23, 2002 (Date of Incorporation) to December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the pre-exploration stage, has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	"AMISANO HANSON"
June 1, 2005	Chartered Accountants

 -39-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

BALANCE SHEETS

December 31, 2004 and 2003

(Stated in US Dollars)

ASSETS		2004	2003
Current
Cash		$ 1,372	$ 1,305
LIABILITIES
Current
Accounts payable and accrued liabilities		$ 7,692	$ 1,750
Advances from a director - Notes 4 and 6		18,044	17,504
		25,736	19,254
STOCKHOLDERS' DEFICIENCY
Common stock, $0.00001 par value - Note 1
100,000,000	shares authorized
11,000,000	shares issued (2003: 11,000,000)	110	110
Additional paid-in capital		990	990
Contributed surplus		387	387
Deficit accumulated during the pre-exploration stage		(25,851)	(19,436)
		(24,364)	(17,949)
		$ 1,372	$ 1,305

Nature and Continuance of Operations - Note 1

Subsequent Event - Note 6

 SEE ACCOMPANYING NOTES

-40-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

STATEMENTS OF OPERATIONS

for the years ended December 31, 2004 and 2003

and for the period October 23, 2002 (Date of Incorporation) to December 30, 2004

(Stated in US Dollars)

			October 23,
			2002 (Date of
			Incorporation) to
			December 31,
	2004	2003	2004
Expenses
Audit fees	$ 5,942	$ 3,696	$ 11,138
Bank charges	150	14	331
Foreign exchange gain	(142)	-	(142)
Legal fees	-	5,000	10,000
Mineral claim and pre-exploration costs	240	1,505	2,138
Office	-	-	46
Registration and filing fees	225	1,220	2,340
Net loss for the period	$ (6,415)	$ (11,435)	$ (25,851)
Basic and diluted loss per share	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding	11,000,000	10,736,986

SEE ACCOMPANYING NOTES

-41-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

STATEMENTS OF CASH FLOWS

for the years ended December 31, 2004 and 2003

and for the period October 23, 2002 (Date of Incorporation) to December 31, 2004

(Stated in US Dollars)

			October 23, 2002
			(Date of
			Incorporation) to
			December 31,
	2004	2003	2004
Cash Flows used in Operating Activities
Net loss for the period	$ (6,415)	$ (11,435)	$ (25,851)
Contribution of capital by shareholder for mineral claim cost	-	-	387
Change in non-cash working capital balance related to operations
Accounts payable and accrued liabilities	5,942	74	7,692
	(473)	(11,361)	(17,772)
Cash Flows from Financing Activities
Common stock issued	-	100	1,100
Advances from a director	540	2,505	18,044
	540	2,605	19,144
Increase (decrease) in cash during the period	67	(8,756)	1,372
Cash, beginning of the period	1,305	10,061	-
Cash, end of the period	$ 1,372	$ 1,305	$ 1,372
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$ -	$ -	$ -
Income taxes	$ -	$ -	$ -

SEE ACCOMPANYING NOTES

-42-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

STATEMENT OF STOCKHOLDERS' DEFICIENCY

for the period October 23, 2002 (Date of Incorporation) to December 31, 2004

(Stated in US Dollars)

					Deficit
					Accumulated
			Additional		During the
	Common Shares		Paid-in	Contributed	Pre-exploration
	Number	Par Value	Capital	Surplus	Stage	Total
Common stock issued for cash - at $0.0001	10,000,000	$ 100	$ 900	$ -	$ -	$ 1,000
Contribution of capital by shareholder	-	-	-	387	-	387
Net loss for the period	-	-	-	-	(8,001)	(8,001)
Balance, December 31, 2002	10,000,000	100	900	387	(8,001)	(6,614)
Common stock issued for cash - at $0.0001	1,000,000	10	90	-	-	100
Net loss for the year	-	-	-	-	(11,435)	(11,435)
Balance, December 31, 2003	11,000,000	110	990	387	(19,436)	(17,949)
Net loss for the year	-	-	-	-	(6,415)	(6,415)
Balance, December 31, 2004	11,000,000	$ 110	$ 990	$ 387	$ (25,851)	$ (24,364)

SEE ACCOMPANYING NOTES

-43-

KNIGHTSBRIDGE RESOURCES INC.

(A Pre-exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2004 and 2003

(Stated in US Dollars)

 Note 1 Nature and Continuance of Operations

The Company is in the pre-exploration stage. The Company has acquired one mining claim consisting of twelve units 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 amounts from 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, if any, 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. The Company has a working capital deficiency of $24,364, has no established source of revenue and has accumulated a deficit of $25,851 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to generate 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. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

The Company has filed a Form SB-1 registration statement for the sale of up to 2,000,000 of the Company's common shares at $0.10 per share.

The Company was incorporated in the State of Nevada on October 23, 2002.

Note 2 Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgement. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

-44-

Knightsbridge Resources Inc.

(A Pre-exploration Stage Company)

Notes to the Financial Statements

December 31, 2004 and 2003

(Stated in US Dollars) - Page 45

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

Pre-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 pre-exploration stage.

Capitalization of Mineral Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mining equipment are capitalized and depreciated over their useful life.

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 uses the asset and liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards, No. 109 "Accounting for Income Taxes" ("FAS 109"). Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with FAS 128, "Earnings Per Share". Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be antidilutive.

-45-

Knightsbridge Resources Inc.

(A Pre-exploration Stage Company)

Notes to the Financial Statements

December 31, 2004 and 2003

(Stated in US Dollars) - Page 46

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

Financial Instruments

 The carrying value of cash, accounts payable and accrued liabilities and advances from a director 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.

 Foreign Currency Translation

Monetary assets and liabilities denominated in a foreign currency are translated into US dollars, the functional and reporting currency at exchange rates prevailing at the balance sheet date and non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction dates. Foreign currency denominated revenues and expenses are translated at exchange rates prevailing at the transaction dates. Gains or losses arising from the translations are recognized in the current year and are included in operations.

 New Accounting Standards

 Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.

 Note 3 Mineral Claims

On November 15, 2002, the Company acquired one mining claim consisting of twelve units located in the Province of British Columbia, Canada for $387 (CDN$600), contributed by a shareholder of the Company. This claim was acquired on behalf of the Company by a director of the Company pursuant to a trust agreement. The mining claim has an expiration date of August 19, 2005. The claim has not proven to have commercially recoverable reserves and therefore the acquisition costs have been expensed.

Note 4 Advances from a Director - Note 6

The advances from a director are unsecured, non-interest bearing and due on demand.

-46-

Knightsbridge Resources Inc.

(A Pre-exploration Stage Company)

Notes to the Financial Statements

December 31, 2004 and 2003

(Stated in US Dollars) - Page 47

Note 5 Income Taxes

The following table summarizes the significant components of the Company's deferred tax assets:

	2004	2003
Deferred tax assets
Tax loss carryforwards	$ 3,878	$ 2,915
Valuation allowance	(3,878)	(2,915)
	$ -	$ -

The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is more-likely-than-not to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.

No provision for income taxes has been provided in these financial statements due to the net losses. At December 31, 2004, the Company has accumulated tax loss carryforwards totalling $28,851 which will begin to expire commencing in 2022, the benefit of which has not been recorded in the financial statements.

Note 6 Subsequent Event

Subsequent to December 31, 2004, the Company received advances totalling $7,650 from a director of the Company. These advances are unsecured, non-interest bearing and due on demand.

-47-

BACK COVER PAGE

DELIVERY OF PROSPECTUS BY DEALERS

Until 90 days after the effective date of this Prospectus, all dealers effecting transactions in the registered shares, whether or not participating in this distribution, may be required to deliver a Prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

-48-

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers .

The statutes, charter provisions, bylaws, contracts or other arrangements under which controlling persons, directors or officers of the registrant are insured or indemnified n any manner against any liability which they may incur in such capacity are as follows:

Section 78.751 of the Nevada Business Corporation Act provides that each corporation shall have the following powers:

1. A corporation may indemnify 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, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, does not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
2.  A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines on application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case on a determination that indemnification of the director, officer, employee or agent is proper in the circumstances.

The determination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;

-49-

(c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or

(d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

5. The certificate or articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders of disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

7. The registrant's Articles of Incorporation limit liability of its Officers and Directors to the full extent permitted by the Nevada Business Corporation Act.

Item 25. Other Expenses of Issuance and Distribution .

The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

Expense		Estimated Amount
SEC Registration Fee:	$	16
Printing Expenses:	$	200
Accounting Fees and Expenses:	$	1,284
Legal Fees and Expenses:	$	21,000
Blue Sky Fees/Expenses:	$	200
Transfer Agent Fees:	$	1,000
Miscellaneous Expense:	$	100
	$	23,800

-50-

Item 26. Recent Sales of Unregistered Securities .

During the past three years, the Registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

Name and Address	Date	Shares	Consideration
Ron Schmitz Suite 810 609 Granville Street Vancouver, B.C. V7Y 1G5	11/05/02	2,000,000	$ 200
Ernest Rogers 91 Commercial Road Poole, Dorset U.K. BH14 0JD	11/21/02	8,000,000	$ 800
Yeun Mi Kim 126 - 14 Subu-ri Kunwi-up, Kunwi-kun, Kyung-buk 716 800 South Korea	04/07/03	1,000,000	$ 100

We issued the foregoing restricted shares of common stock to Messrs. Schmitz and Rogers under section 4(2) of the Securities Act of 1933 and Ms. Kim under Rule 903 Category 3 of Regulation S of the Securities Act of 1933.

The share offering to Messrs Schmitz and Rogers qualified as a "non-public" offering under section 4(2) of the Securities Act of 1933 because:

1. the small number of offerees, all of whom are officers and directors of the company and of a financial sophistication to enter into the transactions;
2. the monetary amount of the offerings ($1,000 in total) was small;
3. there was no general or public solicitation of the offerees;
4. no commission was paid to anyone in connection with the sale of the shares; and
5. the securities issued were issued as restricted securities and were endorsed with a restrictive legend confirming that the securities could not be resold without registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Securities Act of 1933.

We completed the offering of the shares to Ms. Kim pursuant to Rule 903 Category 3 of Regulation S of the Securities Act of 1933 on the basis that:

1. the sale of the shares was completed in an offshore transaction, as defined in Rule 902(h) of Regulation S. Ms. Kim is non-U.S. person as defined in Regulation S. She is a citizen of South Korea and resides in South Korea which is outside of the United States.
2. Ms. Kim purchased the share for her own benefit and not for the benefit of any U.S. person. Ms. Kim is a close personal friend of a director and was in possession of all material information relating to the company.
3. The subscription agreement executed by Ms. Kim to acquire the shares included statements that the securities had not been registered pursuant to the Securities Act of 1933 and that the securities could not be offered or sold in the United States unless the securities were registered under the Securities Act of 1933 or pursuant to an exemption from the Securities Act of 1933. Ms. Kim agreed by execution of the subscription agreement for the shares:

-51-

1. to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933;
2. that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; and
3. not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Securities Act of 1933.
4. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Securities Act of 1933 and could not be resold without registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Securities Act of 1933.
5. No commissions were paid to anyone in connection with the sale of the shares.

-51-

Item 27. Exhibits.

The following Exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-B.

Exhibit No.		Document Description
3.1		Articles of Incorporation *
3.2		Bylaws *
4.1		Specimen Stock Certificate *
5.1		Opinion and Consent of Laura Anthony, Esq. regarding the legality of the securities being registered
10.1		Bill of Sale Absolute - Santos Mineral Claim *
10.2		Purchase Agreement to Acquire Santos Mineral Claim *
10.3		Trust Agreement *
23.1		Consent of Amisano Hanson Certified Accountants
99.1		Subscription Agreement *
Note:	*	Previously filed August 28, 2003, and incorporated by reference to this amendment

-53-

Item 28. Undertakings .

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934 Knightsbridge Resources Inc. hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred to that section.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Knightsbridge pursuant to the foregoing provisions, 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 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 a director, officer or controlling person of Knightsbridge. in the successful defense of any action, suit or proceeding) is asserted by such director, officer 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 by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Knightsbridge hereby undertakes to:

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

1. Include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
2. Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, 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 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
3. Include any additional or changed material information on the plan of distribution.

2. For determining liability under the Securities Act of 1933 treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

 -54-

3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

SIGNATURES

Pursuant to 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 of this Form SB-1 Registration Statement and has duly caused this Form SB-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia on this 28th day of October , 2005.

KNIGHTSBRIDGE RESOURCES INC. BY:
/s/ Ron Schmitz	/s/ Ernest Rogers
Ron Schmitz President, CFO, Treasurer, Director and Principal Accounting Officer	Ernest Rogers, Director

Pursuant to 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 of this Form SB-1 Registration Statement and has duly caused this Form SB-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom on this 28th day of October , 2005.

/s/ Ron Schmitz	/s/ Ernest Rogers
Ron Schmitz President, CFO, Treasurer, Director and Principal Accounting Officer	Ernest Rogers, Director

- -55-

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Ron Schmitz, as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in 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 attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Form SB-1 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ Ernest Rogers	Date: October 28 , 2005
Ernest Rogers, Director      /s/ Ron Schmitz	Date: October 28 , 2005
Ron Schmitz President, CFO, Treasurer, Director and Principal Accounting Officer

-56-

EX-5.1

Exhibit 5.1

LEGAL & COMPLIANCE, LLC
LAURA ANTHONY, ESQUIRE
STUART REED, ESQUIRE	WWW.LEGALANDCOMPLIANCE.COM
	DIRECT E-MAIL: LAURAANTHONYPA@AOL.COM

October 27, 2005

Board of Directors

Knightsbridge Resources Inc.

91 Commercial Road, Poole

Dorset U.K. BH14 0JD

Re:     Registration Statement on Form SB-1

Dear Board Members:

We have acted as counsel to Knightsbridge Resources Inc, a Nevada corporation (the "Company"), in connection with the registration under the Securities Act of 1933 (the "Securities Act"), of 2,000,000 shares of the Company's common stock, $0.00001 par value per share (the "Common Stock"), as described below. A registration statement on Form SB-1 has been filed with the Securities and Exchange Commission (file no. 333-108308) on or about August 29, 2003 (the "Registration Statement").

The Registration Statement seeks the registration of 2,000,000 shares of the Common Stock (the "Registered Shares"). The Registered Shares are to be offered to the public by the Company on a best efforts basis without the use of any underwriters.

In connection with rendering this opinion we have examined executed copies of the Registration Statement and all exhibits thereto. We have also examined and relied upon the original, or copies certified to my satisfaction, of (i) the Articles of Incorporation and the By-laws of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Registered Shares and related matters, and (iii) such other agreements and instruments relating to the Company as we deemed necessary or appropriate for purposes of the opinion expressed herein. In rendering such opinion, we have made such further investigation and inquiries relevant to the transactions contemplated by the Registration Statement as we have deemed necessary for the opinion expressed herein, and we have relied, to the extent we deemed reasonable, on certificates and certain other information provided to me by officers of the Company and public officials as to matters of fact of which the maker of such certificate or the person providing such other information had knowledge.

330 CLEMATIS STREET, #217 - WEST PALM BEACH, FLORIDA - 33401 - PHONE: 561-514-0936 - FAX 561-514-0832

OFFICES IN WEST PALM BEACH AND MIAMI BEACH

Board of Directors

Knightsbridge Resources, Inc.

October 27, 2005

Furthermore, in rendering my opinion, we have assumed that the signatures on all documents examined by me are genuine, that all documents and corporate record books submitted to me as originals are accurate and complete, and that all documents submitted to me are true, correct and complete copies of the originals thereof.

Based upon the foregoing, we are of the opinion that the Registered Shares have each been duly authorized for issuance and sale, and when sold and issued against payment therefor as contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable under the laws of the State of Nevada, including statutory provisions, all applicable provisions of the Nevada Constitution and reporting judicial decisions interpreting those laws.

We hereby consent to the reference to my name in the Registration Statement and the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Legal & Compliance, LLC

By:  /s/ Laura Anthony

Laura Anthony, President

-2-

330 CLEMATIS STREET, #217 - WEST PALM BEACH, FLORIDA - 33401 - PHONE: 561-514-0936 - FAX 561-514-0832

OFFICES IN WEST PALM BEACH AND MIAMI BEACH

EX-23.1

Exhibit 23.1

A PARTNERSHIP OF INCORPORATED PROFESSIONALS	Amisano Hanson
	Chartered Accountants

CONSENT OF INDEPENDENT ACCOUNTANTS

October 25, 2005

Knightsbridge Resources Inc.

91 Commercial Road

Poole, Dorset U.K. BH14 0JD

Re: Form SB-1/A-4 Registration Statement

Dear Sir or Madam:

We hereby consent to use in the Prospectus constituting a part of this Registration Statement on Form SB-1/A-4 of our report dated June 1, 2005, relating to financial statements of Knightsbridge Resources Inc., which are contained in this prospectus.

We also consent to the reference to us under the captions "Experts" in the Prospectus.

"Amisano Hanson"

Amisano Hanson, Chartered Accountants

750 West Pender Street, Suite 604	Telephone:  604-689-0188
Vancouver Canada	Facsimile:  604-689-9773
V6C 2T7	E-MAIL:  amishan@telus.net